-----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, U35U1BcS1+Lr7hLNbejnF4QnF2wNB9uBVj6Rg9Uxm2qzPB3gAr7W9Au/3XDzPub0 CQQiDUSGHyvVUutepfysYg== 0000950117-97-000158.txt : 19970220 0000950117-97-000158.hdr.sgml : 19970220 ACCESSION NUMBER: 0000950117-97-000158 CONFORMED SUBMISSION TYPE: SC 13D/A PUBLIC DOCUMENT COUNT: 10 FILED AS OF DATE: 19970207 SROS: NONE GROUP MEMBERS: ALYSON T. STINSON GROUP MEMBERS: CAROL T. SHUMAKER GROUP MEMBERS: F.I.S. HULL, III GROUP MEMBERS: JAMES F. THACKER RETAINED ANNUITY TRUST GROUP MEMBERS: LORI T. CAUDILL GROUP MEMBERS: PAULANNE H. THACKER RETAINED ANNUITY TRUST GROUP MEMBERS: THACKER JAMES F GROUP MEMBERS: WILLIAM J. DEZONIA SUBJECT COMPANY: COMPANY DATA: COMPANY CONFORMED NAME: MEDAPHIS CORP CENTRAL INDEX KEY: 0000878556 STANDARD INDUSTRIAL CLASSIFICATION: SERVICES-FACILITIES SUPPORT MANAGEMENT SERVICES [8744] IRS NUMBER: 581651222 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: SC 13D/A SEC ACT: 1934 Act SEC FILE NUMBER: 005-42047 FILM NUMBER: 97520873 BUSINESS ADDRESS: STREET 1: 2700 CUMBERLAND PKWY STE 300 CITY: ATLANTA STATE: GA ZIP: 30339 BUSINESS PHONE: 7703193300 MAIL ADDRESS: STREET 1: 2700 CUMBERLAND PKWY STREET 2: STE 300 CITY: ATLANTA STATE: GA ZIP: 30339 FILED BY: COMPANY DATA: COMPANY CONFORMED NAME: THACKER JAMES F CENTRAL INDEX KEY: 0001005815 STANDARD INDUSTRIAL CLASSIFICATION: [] FILING VALUES: FORM TYPE: SC 13D/A BUSINESS ADDRESS: STREET 1: 1001 BOULDERS PARKWAY STREET 2: SUITE 519 CITY: RICHMOND STATE: VA ZIP: 23225 BUSINESS PHONE: 8043200672 MAIL ADDRESS: STREET 1: 1001 BOULDERS PARKWAY CITY: RICHMOND STATE: VA ZIP: 23225 SC 13D/A 1 JAMES F. THACKER ET AL 13D, AM #1 SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 ------------------------------------ SCHEDULE 13D Under the Securities Exchange Act of 1934 (Amendment No. 1) Medaphis Corporation - -------------------------------------------------------------------------------- (Name of Issuer) Common Stock, Par Value $.01 Per Share - -------------------------------------------------------------------------------- (Title of Class of Securities) 584028104 - -------------------------------------------------------------------------------- (CUSIP Number) Scott F. Smith, Esq. Howard, Darby & Levin 1330 Avenue of the Americas New York, New York 10019 (212) 841-1000 - -------------------------------------------------------------------------------- (Name, Address and Telephone Number of Person Authorized to Receive Notices and Communications) February 6, 1996 - -------------------------------------------------------------------------------- (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 [ ] Check the following box if a fee is being paid with the Statement [ ] Page 1 of 57 Pages Exhibit Index is on Page 21 - --------------------------- --------------------- CUSIP No. 584028104 13D Page 2 of 57 Pages - --------------------------- --------------------- ----- ---------------------------------------------------------------------------------- 1 Name of Reporting Person S.S. or I.R.S. Identification No. of Above Person James F. Thacker ----- ---------------------------------------------------------------------------------- 2 Check the Appropriate Box if a Member of a Group (See Instructions) (a) [ ] (b) [X] ----- ---------------------------------------------------------------------------------- 3 SEC Use Only ----- ---------------------------------------------------------------------------------- 4 Sources of Funds (See Instructions) OO ----- ---------------------------------------------------------------------------------- 5 Check Box if Disclosure of Legal Proceedings is Required Pursuant to Item 2(d) or 2(e) [ ] ----- ---------------------------------------------------------------------------------- 6 Citizenship or Place of Organization United States of America ---------------- ------- --------------------------------------------------------------- Number of 7 Sole Voting Power Shares 14,275 ------- --------------------------------------------------------------- Beneficially 8 Shared Voting Power Owned by 1,215,874 ------- --------------------------------------------------------------- Each Reporting 9 Sole Dispositive Power 14,275 ------- --------------------------------------------------------------- Person With 10 Shared Dispositive Power 1,965,874 ----- ---------------------------------------------------------------------------------- 11 Aggregate Amount Beneficially Owned by Each Reporting Person 1,980,149 ----- ---------------------------------------------------------------------------------- 12 Check Box if the Aggregate Amount in Row (11) Excludes Certain Shares (See Instructions) [X] ----- ---------------------------------------------------------------------------------- 13 Percent of Class Represented by Amount in Row (11) 2.8% ----- ---------------------------------------------------------------------------------- 14 Type of Reporting Person (See Instructions) IN ----- ----------------------------------------------------------------------------------
- --------------------------- --------------------- CUSIP No. 584028104 13D Page 3 of 57 Pages - --------------------------- --------------------- - ------ ---------------------------------------------------------------------------------- 1 Name of Reporting Person S.S. or I.R.S. Identification No. of Above Person James F. Thacker Retained Annuity Trust - ------ ---------------------------------------------------------------------------------- 2 Check the Appropriate Box if a Member of a Group (See Instructions) (a) [ ] (b) [X] - ------ ---------------------------------------------------------------------------------- 3 SEC Use Only - ------ ---------------------------------------------------------------------------------- 4 Sources of Funds (See Instructions) OO - ------ ---------------------------------------------------------------------------------- 5 Check Box if Disclosure of Legal Proceedings is Required Pursuant to Item 2(d) or 2(e) [ ] - ------ ---------------------------------------------------------------------------------- 6 Citizenship or Place of Organization Commonwealth of Virginia - ------------------- ----- --------------------------------------------------------------- Number of Shares 7 Sole Voting Power 607,937 ----- --------------------------------------------------------------- Beneficially 8 Shared Voting Power Owned by 0 ----- --------------------------------------------------------------- Each 9 Sole Dispositive Power Reporting 607,937 ----- --------------------------------------------------------------- Person With 10 Shared Dispositive Power 0 - ------ ---------------------------------------------------------------------------------- 11 Aggregate Amount Beneficially Owned by Each Reporting Person 607,937 - ------ ---------------------------------------------------------------------------------- 12 Check Box if the Aggregate Amount in Row (11) Excludes Certain Shares (See Instructions) [X] - ------ ---------------------------------------------------------------------------------- 13 Percent of Class Represented by Amount in Row (11) .8% - ------ ---------------------------------------------------------------------------------- 14 Type of Reporting Person (See Instructions) OO - ------ ----------------------------------------------------------------------------------
- --------------------------- --------------------- CUSIP No. 584028104 13D Page 4 of 57 Pages - --------------------------- --------------------- - ------ ---------------------------------------------------------------------------------- 1 Name of Reporting Person S.S. or I.R.S. Identification No. of Above Person Paulanne H. Thacker Retained Annuity Trust - ------ ---------------------------------------------------------------------------------- 2 Check the Appropriate Box if a Member of a Group (See Instructions) (a) [ ] (b) [X] - ------ ---------------------------------------------------------------------------------- 3 SEC Use Only - ------ ---------------------------------------------------------------------------------- 4 Sources of Funds (See Instructions) OO - ------ ---------------------------------------------------------------------------------- 5 Check Box if Disclosure of Legal Proceedings is Required Pursuant to Item 2(d) or 2(e) [ ] - ------ ---------------------------------------------------------------------------------- 6 Citizenship or Place of Organization Commonwealth of Virginia - ------------------- ----- --------------------------------------------------------------- Number of Shares 7 Sole Voting Power 607,937 ----- --------------------------------------------------------------- Beneficially 8 Shared Voting Power Beneficially 0 ----- --------------------------------------------------------------- Each 9 Sole Dispositive Power Reporting 607,937 ----- --------------------------------------------------------------- Person With 10 Shared Dispositive Power 0 - ------ ---------------------------------------------------------------------------------- 11 Aggregate Amount Beneficially Owned by Each Reporting Person 607,937 - ------ ---------------------------------------------------------------------------------- 12 Check Box if the Aggregate Amount in Row (11) Excludes Certain Shares (See Instructions) [X] - ------ ---------------------------------------------------------------------------------- 13 Percent of Class Represented by Amount in Row (11) .8% - ------ ---------------------------------------------------------------------------------- 14 Type of Reporting Person (See Instructions) OO - ------ ----------------------------------------------------------------------------------
- --------------------------- --------------------- CUSIP No. 584028104 13D Page 5 of 57 Pages - --------------------------- --------------------- - ------ ---------------------------------------------------------------------------------- 1 Name of Reporting Person S.S. or I.R.S. Identification No. of Above Person William J. DeZonia - ------ ---------------------------------------------------------------------------------- 2 Check the Appropriate Box if a Member of a Group (See Instructions) (a) [ ] (b) [X] - ------ ---------------------------------------------------------------------------------- 3 SEC Use Only - ------ ---------------------------------------------------------------------------------- 4 Sources of Funds (See Instructions) OO - ------ ---------------------------------------------------------------------------------- 5 Check Box if Disclosure of Legal Proceedings is Required Pursuant to Item 2(d) or 2(e) [ ] - ------ ---------------------------------------------------------------------------------- 6 Citizenship or Place of Organization United States of America - ------------------- ----- --------------------------------------------------------------- Number of Shares 7 Sole Voting Power 410,916 ----- --------------------------------------------------------------- Beneficially 8 Shared Voting Power Beneficially 0 ----- --------------------------------------------------------------- Each 9 Sole Dispositive Power Reporting 410,916 ----- --------------------------------------------------------------- Person With 10 Shared Dispositive Power 0 - ------ ---------------------------------------------------------------------------------- 11 Aggregate Amount Beneficially Owned by Each Reporting Person 410,916 - ------ ---------------------------------------------------------------------------------- 12 Check Box if the Aggregate Amount in Row (11) Excludes Certain Shares (See Instructions) [X] - ------ ---------------------------------------------------------------------------------- 13 Percent of Class Represented by Amount in Row (11) .6% - ------ ---------------------------------------------------------------------------------- 14 Type of Reporting Person (See Instructions) IN - ------ ----------------------------------------------------------------------------------
- --------------------------- --------------------- CUSIP No. 584028104 13D Page 6 of 57 Pages - --------------------------- --------------------- - ------ ---------------------------------------------------------------------------------- 1 Name of Reporting Person S.S. or I.R.S. Identification No. of Above Person Lori T. Caudill - ------ ---------------------------------------------------------------------------------- 2 Check the Appropriate Box if a Member of a Group (See Instructions) (a) [ ] (b) [X] - ------ ---------------------------------------------------------------------------------- 3 SEC Use Only - ------ ---------------------------------------------------------------------------------- 4 Sources of Funds (See Instructions) OO - ------ ---------------------------------------------------------------------------------- 5 Check Box if Disclosure of Legal Proceedings is Required Pursuant to Item 2(d) or 2(e) [ ] - ------ ---------------------------------------------------------------------------------- 6 Citizenship or Place of Organization United States of America - ------------------- ----- --------------------------------------------------------------- Number of Shares 7 Sole Voting Power 489,927 ----- --------------------------------------------------------------- Beneficially 8 Shared Voting Power Owned by 700,000 ----- --------------------------------------------------------------- Each 9 Sole Dispositive Power Reporting 239,927 ----- --------------------------------------------------------------- Person With 10 Shared Dispositive Power 1,250,000 - ------ ---------------------------------------------------------------------------------- 11 Aggregate Amount Beneficially Owned by Each Reporting Person 1,489,927 - ------ ---------------------------------------------------------------------------------- 12 Check Box if the Aggregate Amount in Row (11) Excludes Certain Shares (See Instructions) [X] - ------ ---------------------------------------------------------------------------------- 13 Percent of Class Represented by Amount in Row (11) 2.1% - ------ ---------------------------------------------------------------------------------- 14 Type of Reporting Person (See Instructions) IN - ------ ----------------------------------------------------------------------------------
- --------------------------- --------------------- CUSIP No. 584028104 13D Page 7 of 57 Pages - --------------------------- --------------------- - ------ ---------------------------------------------------------------------------------- 1 Name of Reporting Person S.S. or I.R.S. Identification No. of Above Person Carol T. Shumaker - ------ ---------------------------------------------------------------------------------- 2 Check the Appropriate Box if a Member of a Group (See Instructions) (a) [ ] (b) [X] - ------ ---------------------------------------------------------------------------------- 3 SEC Use Only - ------ ---------------------------------------------------------------------------------- 4 Sources of Funds (See Instructions) OO - ------ ---------------------------------------------------------------------------------- 5 Check Box if Disclosure of Legal Proceedings is Required Pursuant to Item 2(d) or 2(e) [ ] - ------ ---------------------------------------------------------------------------------- 6 Citizenship or Place of Organization United States of America - ------------------- ----- --------------------------------------------------------------- Number of Shares 7 Sole Voting Power 489,927 ----- --------------------------------------------------------------- Beneficially 8 Shared Voting Power Owned by 700,000 ----- --------------------------------------------------------------- Each 9 Sole Dispositive Power Reporting 239,927 ----- --------------------------------------------------------------- Person With 10 Shared Dispositive Power 1,250,000 - ------ ---------------------------------------------------------------------------------- 11 Aggregate Amount Beneficially Owned by Each Reporting Person 1,489,000 - ------ ---------------------------------------------------------------------------------- 12 Check Box if the Aggregate Amount in Row (11) Excludes Certain Shares (See Instructions) [X] - ------ ---------------------------------------------------------------------------------- 13 Percent of Class Represented by Amount in Row (11) 2.1% - ------ ---------------------------------------------------------------------------------- 14 Type of Reporting Person (See Instructions) IN - ------ ----------------------------------------------------------------------------------
- --------------------------- --------------------- CUSIP No. 584028104 13D Page 8 of 57 Pages - --------------------------- --------------------- - ------ ---------------------------------------------------------------------------------- 1 Name of Reporting Person S.S. or I.R.S. Identification No. of Above Person Alyson T. Stinson - ------ ---------------------------------------------------------------------------------- 2 Check the Appropriate Box if a Member of a Group (See Instructions) (a) [ ] (b) [X] - ------ ---------------------------------------------------------------------------------- 3 SEC Use Only - ------ ---------------------------------------------------------------------------------- 4 Sources of Funds (See Instructions) OO - ------ ---------------------------------------------------------------------------------- 5 Check Box if Disclosure of Legal Proceedings is Required Pursuant to Item 2(d) or 2(e) [ ] - ------ ---------------------------------------------------------------------------------- 6 Citizenship or Place of Organization United States of America - ------------------- ----- --------------------------------------------------------------- Number of Shares 7 Sole Voting Power 489,927 ----- --------------------------------------------------------------- Beneficially 8 Shared Voting Power Owned by 700,000 ----- --------------------------------------------------------------- Each 9 Sole Dispositive Power Reporting 239,927 ----- --------------------------------------------------------------- Person With 10 Shared Dispositive Power 1,250,000 - ------ ---------------------------------------------------------------------------------- 11 Aggregate Amount Beneficially Owned by Each Reporting Person 1,489,927 - ------ ---------------------------------------------------------------------------------- 12 Check Box if the Aggregate Amount in Row (11) Excludes Certain Shares (See Instructions) [X] - ------ ---------------------------------------------------------------------------------- 13 Percent of Class Represented by Amount in Row (11) 2.1% - ------ ---------------------------------------------------------------------------------- 14 Type of Reporting Person (See Instructions) IN - ------ ----------------------------------------------------------------------------------
- --------------------------- --------------------- CUSIP No. 584028104 13D Page 9 of 57 Pages - --------------------------- --------------------- - ------ ---------------------------------------------------------------------------------- 1 Name of Reporting Person S.S. or I.R.S. Identification No. of Above Person F.I.S. Hull, III - ------ ---------------------------------------------------------------------------------- 2 Check the Appropriate Box if a Member of a Group (See Instructions) (a) [ ] (b) [X] - ------ ---------------------------------------------------------------------------------- 3 SEC Use Only - ------ ---------------------------------------------------------------------------------- 4 Sources of Funds (See Instructions) OO - ------ ---------------------------------------------------------------------------------- 5 Check Box if Disclosure of Legal Proceedings is Required Pursuant to Item 2(d) or 2(e) [ ] - ------ ---------------------------------------------------------------------------------- 6 Citizenship or Place of Organization United States of America - ------------------- ----- --------------------------------------------------------------- Number of Shares 7 Sole Voting Power 0 ----- --------------------------------------------------------------- Beneficially 8 Shared Voting Power Owned by 1,215,874 ----- --------------------------------------------------------------- Each 9 Sole Dispositive Power Reporting 0 ----- --------------------------------------------------------------- Person With 10 Shared Dispositive Power 1,215,874 - ------ ---------------------------------------------------------------------------------- 11 Aggregate Amount Beneficially Owned by Each Reporting Person 1,215,874 - ------ ---------------------------------------------------------------------------------- 12 Check Box if the Aggregate Amount in Row (11) Excludes Certain Shares (See Instructions) [X] - ------ ---------------------------------------------------------------------------------- 13 Percent of Class Represented by Amount in Row (11) 1.6% - ------ ---------------------------------------------------------------------------------- 14 Type of Reporting Person (See Instructions) IN - ------ ----------------------------------------------------------------------------------
- --------------------------- --------------------- CUSIP No. 584028104 13D Page 10 of 57 Pages - --------------------------- --------------------- - ------ ---------------------------------------------------------------------------------- 1 Name of Reporting Person S.S. or I.R.S. Identification No. of Above Person Empire Investment Banking Company, L.P. - ------ ---------------------------------------------------------------------------------- 2 Check the Appropriate Box if a Member of a Group (See Instructions) (a) [ ] (b) [X] - ------ ---------------------------------------------------------------------------------- 3 SEC Use Only - ------ ---------------------------------------------------------------------------------- 4 Sources of Funds (See Instructions) OO - ------ ---------------------------------------------------------------------------------- 5 Check Box if Disclosure of Legal Proceedings is Required Pursuant to Item 2(d) or 2(e) [ ] - ------ ---------------------------------------------------------------------------------- 6 Citizenship or Place of Organization Commonwealth of Virginia - ------------------- ----- --------------------------------------------------------------- Number of Shares 7 Sole Voting Power 700,000 ----- --------------------------------------------------------------- Beneficially 8 Shared Voting Power Owned by 0 ----- --------------------------------------------------------------- Each 9 Sole Dispositive Power Reporting 700,000 ----- --------------------------------------------------------------- Person With 10 Shared Dispositive Power 300,000 - ------ ---------------------------------------------------------------------------------- 11 Aggregate Amount Beneficially Owned by Each Reporting Person 1,000,000 - ------ ---------------------------------------------------------------------------------- 12 Check Box if the Aggregate Amount in Row (11) Excludes Certain Shares (See Instructions) [X] - ------ ---------------------------------------------------------------------------------- 13 Percent of Class Represented by Amount in Row (11) 1.4% - ------ ---------------------------------------------------------------------------------- 14 Type of Reporting Person (See Instructions) PN - ------ ----------------------------------------------------------------------------------
- --------------------------- --------------------- CUSIP No. 584028104 13D Page 11 of 57 Pages - --------------------------- --------------------- - ------ ---------------------------------------------------------------------------------- 1 Name of Reporting Person S.S. or I.R.S. Identification No. of Above Person Jo Anne Maxwell - ------ ---------------------------------------------------------------------------------- 2 Check the Appropriate Box if a Member of a Group (See Instructions) (a) [ ] (b) [X] - ------ ---------------------------------------------------------------------------------- 3 SEC Use Only - ------ ---------------------------------------------------------------------------------- 4 Sources of Funds (See Instructions) OO - ------ ---------------------------------------------------------------------------------- 5 Check Box if Disclosure of Legal Proceedings is Required Pursuant to Item 2(d) or 2(e) [ ] - ------ ---------------------------------------------------------------------------------- 6 Citizenship or Place of Organization United States of America - ------------------- ----- --------------------------------------------------------------- Number of Shares 7 Sole Voting Power 200,000 ----- --------------------------------------------------------------- Beneficially 8 Shared Voting Power Owned by 0 ----- --------------------------------------------------------------- Each 9 Sole Dispositive Power Reporting 200,000 ----- --------------------------------------------------------------- Person With 10 Shared Dispositive Power 0 - ------ ---------------------------------------------------------------------------------- 11 Aggregate Amount Beneficially Owned by Each Reporting Person 200,000 - ------ ---------------------------------------------------------------------------------- 12 Check Box if the Aggregate Amount in Row (11) Excludes Certain Shares (See Instructions) [X] - ------ ---------------------------------------------------------------------------------- 13 Percent of Class Represented by Amount in Row (11) .2% - ------ ---------------------------------------------------------------------------------- 14 Type of Reporting Person (See Instructions) IN - ------ ----------------------------------------------------------------------------------
This Amendment No. 1 amends and supplements the Statement on Schedule 13D, originally filed with the Securities and Exchange Commission on January 16, 1996 (the "Schedule 13D") by James F. Thacker ("JFT"), James F. Thacker Retained Annuity Trust ("JFT Trust"), Paulanne H. Thacker Retained Annuity Trust ("PHT Trust"), William J. DeZonia ("WJD"), Lori T. Caudill ("LTC"), Carol T. Shumaker ("CTS"), Alyson T. Stinson ("ATS") and F.I.S. Hull, III ("FIS Hull") (collectively, the "Original Reporting Persons"). Capitalized terms not defined herein have the meanings assigned thereto in the Schedule 13D. ITEM 2. IDENTITY AND BACKGROUND. Item 2 of the Schedule 13D is hereby supplemented as follows: The persons filing this Statement are the Original Reporting Persons, Empire Investment Banking Company, L.P. ("Empire") and Jo Anne Maxwell ("JAM") (collectively, the "Reporting Persons"). Jo Anne Maxwell is a citizen of the United States of America. Empire is a limited partnership organized under the laws of the Commonwealth of Virginia. The Reporting Persons may be deemed to be a "group" within the meaning of Rule 13d-5 promulgated under the Securities Exchange Act of 1934, as amended (the "Exchange Act"). Each Reporting Person disclaims beneficial ownership of Shares owned by other Reporting Persons, except that JFT does not disclaim beneficial ownership of the Shares owned by JFT Trust, PHT Trust and an aggregate of 750,000 Shares loaned by JFT to LTC, CTS and ATS, LTC, CTS and AST do not disclaim beneficial ownership of the Shares owned by Empire and Empire does not disclaim beneficial ownership of the 300,000 Shares loaned by Empire to JFT. The principal business of Empire is to engage in capital and equity investments and commercial business enterprise. The business address of Empire is 11938 Old Washington Highway, Glen Allen, Virginia 23060. LTC, CTS and ATS are the partners of Empire. JAM's principal occupation or employment is as a consultant, engaged in the provision of management advisory services to JFT. JAM's business address is 1001 Boulders Parkway, Suite 519, Richmond, Virginia 23225. JAM is Administrative Manager and counsel to JFT. No Reporting Person has during the last five years (i) been convicted in a criminal proceeding (excluding traffic violations or similar misdemeanors) or (ii) been a party to a civil proceeding of a judicial or administrative body of competent jurisdiction and as a result of such proceeding 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. Item 3 of the Schedule 13D is hereby supplemented as follows: -12- LTC borrowed 250,000 Shares from JFT pursuant to a Stock Loan Agreement, dated June 30, 1996, between LTC and JFT (the "LTC Agreement"), a copy of which is attached hereto as Exhibit 2 and incorporated herein by reference. There were no funds involved in the transaction. CTS borrowed 250,000 Shares from JFT pursuant to a Stock Loan Agreement, dated June 30, 1996, between CTS and JFT (the "CTS Agreement"), a copy of which is attached hereto as Exhibit 3 and incorporated herein by reference. There were no funds involved in the transaction. ATS borrowed 250,000 Shares from JFT pursuant to a Stock Loan Agreement, dated June 30, 1996, between ATS and JFT (the "ATS Agreement"), a copy of which is attached hereto as Exhibit 4 and incorporated herein by reference. There were no funds involved in the transaction. Empire purchased 1,000,000 Shares from JFT for $4,300,000 pursuant to an Annuity Agreement for Purchase and Sale of Common Stock, dated October 31, 1996, between JFT and Empire (the "Empire Purchase Agreement"), a copy of which is attached hereto as Exhibit 5 and incorporated herein by reference. Pursuant to the Empire Purchase Agreement, Empire is obligated to make quarterly annuity payments of $114,566.92 to JFT until JFT's death, with the final payment pro rated to the date of death. The first annuity payment is due on January 31, 1997. The annuity payments will be funded from cash available to Empire. JFT borrowed 300,000 Shares from Empire pursuant to a Stock Loan Agreement, dated December 15, 1996, between JFT and Empire (the "Empire Loan Agreement"), a copy of which is attached hereto as Exhibit 6 and incorporated herein by reference. There were no funds involved in the transaction. Pursuant to an Agreement, dated as of January 3, 1987, between JFT and WJD (the "De Zonia Agreement"), a copy of which is attached hereto as Exhibit 7 and incorporated herein by reference, WJD was owed deferred compensation for services rendered. Pursuant to Exhibit A to the De Zonia Agreement, dated January 3, 1997, JFT transferred 370,000 Shares to WJD as full payment of such deferred compensation. There were no funds involved in the transaction. JAM acquired 200,000 Shares from JFT as consideration for services pursuant to an Agreement for Services, dated November 1, 1996, between JFT and JAM (the "JAM Agreement"), a copy of which is attached hereto as Exhibit 8 and incorporated herein by reference. There were no funds involved in the transaction. ITEM 5. INTEREST IN SECURITIES OF THE ISSUER. Item 5 of the Schedule 13D is hereby amended in its entirety to read as follows: (a) The following table sets forth information with respect to the Shares beneficially owned by each Reporting Person as of the close of business on February 3, 1997: -13-
Approximate Percentage of Name Number of Shares Outstanding Shares (1) - -------------------------------- ----------------- ------------------------- James F. Thacker 1,980,149 (2)(3) 2.8% James F. Thacker Trust 607,937 (2) .8% Paulanne H. Thacker Trust 607,937 (2) .8% William J. DeZonia 410,916 (2)(4) .6% Lori T. Caudill 1,489,927 (2)(5) 2.1% Carol T. Shumaker 1,489,927 (2)(5) 2.1% Alyson T. Stinson 1,489,927 (2)(5) 2.1% F.I.S. Hull, III 1,215,874 (2)(6) 1.6% Empire Investment Banking 1,000,000 (2)(7) 1.3% Company, L.P. Jo Anne Maxwell 200,000 (2) .2%
- --------------- (1) Computed on the basis of 71,696,802 Shares outstanding as of October 31, 1996 as specified in the Quarterly Report on Form 10-Q of the Issuer for the quarterly period ended September 30, 1996 (2) The Reporting Persons may be deemed to be a "group" within the meaning of Rule 13d-5 under the Exchange Act, by virtue of acquiring the Merger Shares as described above in Item 3. Thus, pursuant to Rule 13d-5, each Reporting Person may be deemed to beneficially own all Shares beneficially owned by the other Reporting Persons. Each Reporting Person disclaims beneficial ownership of such Shares, except that JFT does not disclaim beneficial ownership of the shares owned by JFT Trust, PHT Trust and an aggregate of 750,000 Shares loaned by JFT to LTC, CTS and ATS, LTC, CTS and AST do not disclaim beneficial ownership of the Shares owned by Empire and Empire does not disclaim beneficial ownership of the 300,000 Shares loaned by Empire to JFT. The Reporting Persons collectively have beneficial ownership, in the aggregate, of 4,010,846 Shares (including vested options to acquire Shares). (3) Consists of 2,034,275 Shares issued to JFT by the Issuer in connection with the Merger (including the 750,000 Shares subsequently loaned by JFT to LTC, CTS and ATS), an aggregate of 1,215,874 Shares issued to JFT Trust and PHT Trust by the Issuer in connection with the Merger and 300,000 Shares borrowed by JFT from Empire less 370,000 shares transferred to WJD, 1,000,000 Shares transferred to Empire and 200,000 Shares transferred to JAM. (4) Includes vested options to acquire 10,850 Shares granted to WJD by the Issuer. (5) Includes 250,000 Shares loaned to each of LTC, CTS and ATS by JFT and 1,000,000 Shares owned by Empire. Excludes an aggregate of 1,215,874 Shares owned by JFT Trust and PHT Trust. Pursuant to the terms of each of JFT Trust and PHT Trust, any -14- property remaining in either trust after December 31, 2002 shall be distributed equally to LTC, CTS and ATS. LTC, CTS and ATS each disclaims beneficial ownership of the Shares owned by JFT Trust and PHT Trust. (6) Consists of an aggregate of 1,215,874 Shares owned by JFT Trust and PHT Trust. FIS Hull disclaims beneficial ownership of the Shares owned by JFT Trust and PHT Trust. (7) Includes 300,000 Shares borrowed from Empire by JFT. (b) JFT has the sole power to vote or to direct the vote and to dispose or to direct the disposition of 14,275 Shares. JFT shares with FIS Hull the power to vote or to direct the vote and to dispose or to direct the disposition of 1,215,874 Shares held by JFT Trust and PHT Trust. Together with LTC, JFT has the power to dispose of or direct the disposition of 250,000 Shares. Together with CTS, JFT has the power to dispose of or direct the disposition of 250,000 Shares. Together with ATS, JFT has the power to dispose of or direct the disposition of 250,000 Shares. JFT is the father of LTC, CTS and ATS and the brother-in-law of FIS Hull. LTC, CTS and ATS are sisters and FIS Hull is their uncle. WJD has the sole power to vote or to direct the vote or to dispose or to direct the disposition of 410,916 Shares. CTS has the sole power to vote or to direct the vote of 489,972 Shares and has the sole power to dispose or to direct the disposition of 239,927 shares. Together with LTC and ATS, CTS has the power to vote or to direct the vote and to dispose or to direct the disposition of 700,000 Shares. Together with JFT, CTS has the power to dispose of or to direct the disposition of 250,000 Shares, and, subject to the Empire Loan Agreement, together with LTC and AST, CTS has the power to dispose of or direct the disposition of 300,000 Shares. CTS is the Managing Partner of Empire. LTC has the sole power to vote or to direct the vote of 489,972 Shares and has the sole power to dispose or to direct the disposition of 239,927 shares. Together with CTS and ATS, LTC has the power to vote or to direct the vote and to dispose or to direct the disposition of 700,000 Shares. Together with JFT, LTC has the power to dispose of or to direct the disposition of 250,000 Shares, and, subject to the Empire Loan Agreement, together with CTS and AST, LTC has the power to dispose of or direct the disposition of 300,000 Shares. LTC is a partner of Empire. ATS has the sole power to vote or to direct the vote of 489,972 Shares and has the sole power to dispose or to direct the disposition of 239,927 shares. Together with CTS andLTC, ATS has the power to vote or to direct the vote and to dispose or to direct the disposition of 700,000 Shares. Together with JFT, ATS has the power to dispose of or to direct the disposition of 250,000 Shares, and, subject to the Empire Loan Agreement, together with CTS and LTC, ATS has the power to dispose of or direct the disposition of 300,000 Shares. ATS is a partner of Empire. -15- JAM has the sole power to vote or to direct the vote and to dispose of 200,000 Shares. JAM is Administrative Manager and counsel to JFT. (c) The following table sets forth transactions with respect to the Shares during the past 60 days or since the filing of the Schedule 13D by each of the Reporting Persons. The transactions set forth below were private purchases, sales and loans effected privately.
Sale/Purchase Transaction (S/P), Loan (L) Price Per Date or Transfer (T) Share ($) Number of Shares Transferor Transferee ---- --------------- --------- ---------------- ---------- ---------- 6/30/96 L n/a 250,000 JFT LTC 6/30/96 L n/a 250,000 JFT CTS 6/30/96 L n/a 250,000 JFT ATS 12/1/96 S/P $4.30 1,000,000 JFT Empire 12/15/96 L n/a 300,000 Empire JFT 1/10/97 T $4.30 370,000 JTF WJD 2/6/97 T $4.50 200,000 JTF JAM
(d) No other person has the right to receive or the power to direct the receipt of dividends from, or the proceeds from the sale of, any Shares which the Reporting Persons may be deemed to beneficially own. JFT has the right to receive or the power to direct the receipt of dividends from the 750,000 Shares loaned to LTC, CTS and ATS. Empire has the right to receive or the power to direct the receipt of dividends from the 300,000 Shares loaned to JFT. (e) Not applicable. ITEM 6. CONTRACTS, ARRANGEMENTS, UNDERSTANDINGS OR RELATIONSHIPS WITH RESPECT TO SECURITIES OF THE ISSUER. Item 6 of the Schedule 13D is hereby supplemented as follows: Pursuant to the LTC Agreement, a copy of which is attached hereto as Exhibit 2 and incorporated herein by reference, JFT loaned LTC 250,000 Shares. LTC is obligated to repay the borrowing by delivering to JFT Issuer Common Stock equal in number to the borrowed shares (250,000) upon the earlier of (x) five business days after receipt from JFT of written notice demanding repayment and (y) July 1, 1998. LTC must make to JFT payments of all amounts equivalent to any dividends or other distributions made by the Issuer, which JFT, as owner of the loaned Shares, is entitled to receive during the period beginning with the loan transfer and ending with the repayment transfer of identical Issuer stock back to JFT. Pursuant to the CTS Agreement, a copy of which is attached hereto as Exhibit 3 and incorporated herein by reference, JFT loaned CTS 250,000 Shares. CTS is obligated to repay the borrowing by delivering to JFT Issuer Common Stock equal in number to the borrowed shares (250,000) upon the earlier of (x) five business days after receipt from JFT of written notice demanding repayment and (y) July 1, 1998. CTS must make to JFT payments of all amounts -16- equivalent to any dividends or other distributions made by the Issuer, which JFT, as owner of the loaned Shares, is entitled to receive during the period beginning with the loan transfer and ending with the repayment transfer of identical Issuer stock back to JFT. Pursuant to the ATS Agreement, a copy of which is attached hereto as Exhibit 4 and incorporated herein by reference, JFT loaned ATS 250,000 Shares. ATS is obligated to repay the borrowing by delivering to JFT Issuer Common Stock equal in number to the borrowed shares (250,000) upon the earlier of (x) five business days after receipt from JFT of written notice demanding repayment and (y) July 1, 1998. ATS must make to JFT payments of all amounts equivalent to any dividends or other distributions made by the Issuer, which JFT, as owner of the loaned Shares, is entitled to receive during the period beginning with the loan transfer and ending with the repayment transfer of identical Issuer stock back to JFT. Pursuant to the Empire Loan Agreement, a copy of which is attached hereto as Exhibit 6 and incorporated herein by reference, Empire loaned JFT 300,000 Shares. JFT is obligated to repay the borrowing by delivering to Empire Issuer Common Stock equal in number to the borrowed shares (300,000) upon the earlier of (x) five business days after receipt from Empire of written notice demanding repayment and (y) June 30, 1998. JFT must make to Empire payments of all amounts equivalent to any dividends or other distributions made by the Issuer, which Empire, as owner of the loaned Shares, is entitled to receive during the period beginning with the loan transfer and ending with the repayment transfer of identical Issuer stock back to Empire. Except as described in this Statement, there are no contracts, arrangements, understandings or relationships (legal or otherwise) among the persons named in Item 2 hereof and between such persons and any other person with respect to any securities of the Issuer, including, but not limited to, transfer or voting of any of such securities, finder's fees, joint ventures, loan or option arrangements, puts or calls, guarantees of profits, division of profits or loss, or the giving or withholding of proxies. ITEM 7. MATERIAL TO BE FILED AS EXHIBITS. Exhibit 1 Schedule 13D (without Exhibits), originally filed in paper format January 16, 1996. Exhibit 2 Stock Loan Agreement, dated June 30, 1996, between LTC and JFT Exhibit 3 Stock Loan Agreement, dated June 30, 1996, between CTS and JFT Exhibit 4 Stock Loan Agreement, dated June 30, 1996, between ATS and JFT Exhibit 5 Annuity Agreement for Purchase and Sale of Common Stock, dated October 31, 1996, between JFT and Empire Exhibit 6 Stock Loan Agreement, dated December 15, 1996, between JFT and Empire Exhibit 7 Agreement, dated January 3, 1987, between JFT and WJD, including Exhibit A thereto, dated January 3, 1997. -17- Exhibit 8 Agreement for Services, dated November 1, 1996, between JFT and JAM Exhibit 9 Amended and Restated Joint Filing Agreement, dated February 7, 1997, among the Reporting Persons -18- SIGNATURES After reasonable inquiry and to the best of the knowledge and belief of each of the undersigned, each of the undersigned certifies that the information set forth in this statement is true, complete and correct. Dated: February 7, 1997
s/s James F. Thacker ----------------------------- James F. Thacker JAMES F. THACKER RETAINED ANNUITY TRUST By: s/s James F. Thacker -------------------------- James F. Thacker, as Trustee By: s/s F.I.S. Hull, III -------------------------- F.I.S. Hull, III, as Trustee PAULANNE H. THACKER RETAINED ANNUITY TRUST By: s/s James F. Thacker -------------------------- James F. Thacker, as Trustee By: s/s F.I.S. Hull, III -------------------------- F.I.S. Hull, III, as Trustee s/s William J. DeZonia ----------------------------- William J. DeZonia s/s Lori T. Caudill ----------------------------- Lori T. Caudill s/s Carol T. Shumaker ----------------------------- Carol T. Shumaker s/s Alyson T. Stinson ----------------------------- Alyson T. Stinson
-19- s/s F.I.S. Hull, III ----------------------------- F.I.S. Hull, III EMPIRE INVESTMENT BANKING COMPANY, L.P. By: s/s Carol T. Shumaker -------------------------- Carol T. Shumaker, Managing Partner s/o Jo Anne Maxwell ----------------------------- Jo Anne Maxwell
-20- Exhibit List
Location of Exhibit in Exhibit Description of Document Sequential Numbering Systems 1 Schedule 13D (without Exhibits), originally filed in paper format January 16, 1996 2 Stock Loan Agreement, dated June 30, 1996, between LTC and JFT 3 Stock Loan Agreement, dated June 30, 1996, between CTS and JFT 4 Stock Loan Agreement, dated June 30, 1996, between ATS and JFT 5 Annuity Agreement for Purchase and Sale of Common Stock, dated October 31, 1996, between JFT and Empire 6 Stock Loan Agreement, dated December 15, 1996, between JFT and Empire 7 Agreement, dated January 3, 1987, between JFT and WJD, including Exhibit A thereto, dated January 3, 1997 8 Agreement for Services, dated November 1, 1996, between JFT and JAM 9 Amended and Restated Joint Filing Agreement, dated February 7, 1997, among the Reporting Persons
-21- EX-99 2 EXHIBIT 1 Exhibit 1 SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 -------------------- SCHEDULE 13D Under the Securities Exchange Act of 1934 Medaphis Corporation ------------------------------------------------------ (Name of Issuer) Common Stock, Par Value $.01 Per Share ------------------------------------------------------ (Title of Class of Securities) 584028104 ------------------------------------------------------ (CUSIP Number) Scott F. Smith, Esq. Howard, Darby & Levin 1330 Avenue of the Americas New York, New York 10019 (212) 841-1000 ------------------------------------------------------ (Name, Address and Telephone Number of Person Authorized to Receive Notices and Communications) January 2, 1996 ------------------------------------------------------ (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 9. Check the following box if a fee is being paid with the Statement [X] Page 1 of 156 Pages Exhibit Index is on Page 21 - --------------------------- --------------------- CUSIP No. 584028104 13D Page 2 of 156 Pages - --------------------------- --------------------- - ----------------------------------------------------------------------------------------- 1 Name of Reporting Person S.S. or I.R.S. Identification No. of Above Person James F. Thacker - ----------------------------------------------------------------------------------------- 2 Check the Appropriate Box if a Member of a Group (See Instructions) (a) [X] (b) [ ] - ----------------------------------------------------------------------------------------- 3 SEC Use Only - ----------------------------------------------------------------------------------------- 4 Sources of Funds (See Instructions) OO - ----------------------------------------------------------------------------------------- 5 Check Box if Disclosure of Legal Proceedings is Required Pursuant to Item 2(d) or 2(e) [ ] - ----------------------------------------------------------------------------------------- 6 Citizenship or Place of Organization United States of America - ------------------- ----- --------------------------------------------------------------- Number of 7 Sole Voting Power Shares 2,034,275 --------------------------------------------------------------------- Beneficially 8 Shared Voting Power Owned by 1,215,874 --------------------------------------------------------------------- Each 9 Sole Dispositive Power Reporting 2,034,275 --------------------------------------------------------------------- Person With 10 Shared Dispositive Power 1,215,874 - ----------------------------------------------------------------------------------------- 11 Aggregate Amount Beneficially Owned by Each Reporting Person 3,250,149 - ----------------------------------------------------------------------------------------- 12 Check Box if the Aggregate Amount in Row (11) Excludes Certain Shares (See Instructions) [X] - ----------------------------------------------------------------------------------------- 13 Percent of Class Represented by Amount in Row (11) 6.5% - ----------------------------------------------------------------------------------------- 14 Type of Reporting Person (See Instructions) IN - -----------------------------------------------------------------------------------------
- --------------------------- -------------------- CUSIP No. 584028104 13D Page 3 of 156 Pages - --------------------------- -------------------- - ----------------------------------------------------------------------------------------- 1 Name of Reporting Person S.S. or I.R.S. Identification No. of Above Person James F. Thacker Retained Annuity Trust - ----------------------------------------------------------------------------------------- 2 Check the Appropriate Box if a Member of a Group (See Instructions) (a) [ ] (b) [X] - ----------------------------------------------------------------------------------------- 3 SEC Use Only - ----------------------------------------------------------------------------------------- 4 Sources of Funds (See Instructions) OO - ----------------------------------------------------------------------------------------- 5 Check Box if Disclosure of Legal Proceedings is Required Pursuant to Item 2(d) or 2(e) [ ] - ----------------------------------------------------------------------------------------- 6 Citizenship or Place of Organization Commonwealth of Virginia - ------------------- ----- --------------------------------------------------------------- Number of 7 Sole Voting Power Shares 607,937 --------------------------------------------------------------------- Beneficially 8 Shared Voting Power Owned by 0 --------------------------------------------------------------------- Each 9 Sole Dispositive Power Reporting 607,937 --------------------------------------------------------------------- Person With 10 Shared Dispositive Power 0 - ----------------------------------------------------------------------------------------- 11 Aggregate Amount Beneficially Owned by Each Reporting Person 607,937 - ----------------------------------------------------------------------------------------- 12 Check Box if the Aggregate Amount in Row (11) Excludes Certain Shares (See Instructions) [X] - ----------------------------------------------------------------------------------------- 13 Percent of Class Represented by Amount in Row (11) 1.2% - ----------------------------------------------------------------------------------------- 14 Type of Reporting Person (See Instructions) OO - -----------------------------------------------------------------------------------------
- --------------------------- -------------------- CUSIP No. 584028104 13D Page 4 of 156 Pages - --------------------------- -------------------- - ----------------------------------------------------------------------------------------- 1 Name of Reporting Person S.S. or I.R.S. Identification No. of Above Person Paulanne H. Thacker Retained Annuity Trust - ----------------------------------------------------------------------------------------- 2 Check the Appropriate Box if a Member of a Group (See Instructions) (a) [ ] (b) [X] - ----------------------------------------------------------------------------------------- 3 SEC Use Only - ----------------------------------------------------------------------------------------- 4 Sources of Funds (See Instructions) OO - ----------------------------------------------------------------------------------------- 5 Check Box if Disclosure of Legal Proceedings is Required Pursuant to Item 2(d) or 2(e) [ ] - ----------------------------------------------------------------------------------------- 6 Citizenship or Place of Organization Commonwealth of Virginia - ----------------------------------------------------------------------------------------- Number of 7 Sole Voting Power Shares 607,937 --------------------------------------------------------------------- Beneficially 8 Shared Voting Power Owned by 0 --------------------------------------------------------------------- Each 9 Sole Dispositive Power Reporting 607,937 --------------------------------------------------------------------- Person With 10 Shared Dispositive Power 0 - ----------------------------------------------------------------------------------------- 11 Aggregate Amount Beneficially Owned by Each Reporting Person 607,937 - ----------------------------------------------------------------------------------------- 12 Check Box if the Aggregate Amount in Row (11) Excludes Certain Shares (See Instructions) [X] - ----------------------------------------------------------------------------------------- 13 Percent of Class Represented by Amount in Row (11) 1.2% - ----------------------------------------------------------------------------------------- 14 Type of Reporting Person (See Instructions) OO - -----------------------------------------------------------------------------------------
- --------------------------- -------------------- CUSIP No. 584028104 13D Page 5 of 156 Pages - --------------------------- -------------------- - ----------------------------------------------------------------------------------------- 1 Name of Reporting Person S.S. or I.R.S. Identification No. of Above Person William J. DeZonia - ----------------------------------------------------------------------------------------- 2 Check the Appropriate Box if a Member of a Group (See Instructions) (a) [ ] (b) [X] - ----------------------------------------------------------------------------------------- 3 SEC Use Only - ----------------------------------------------------------------------------------------- 4 Sources of Funds (See Instructions) OO - ----------------------------------------------------------------------------------------- 5 Check Box if Disclosure of Legal Proceedings is Required Pursuant to Item 2(d) or 2(e) [ ] - ----------------------------------------------------------------------------------------- 6 Citizenship or Place of Organization United States of America - ----------------------------------------------------------------------------------------- Number of 7 Sole Voting Power Shares 30,066 --------------------------------------------------------------------- Beneficially 8 Shared Voting Power Owned by 0 --------------------------------------------------------------------- Each 9 Sole Dispositive Power Reporting 30,066 --------------------------------------------------------------------- Person With 10 Shared Dispositive Power 0 - ----------------------------------------------------------------------------------------- 11 Aggregate Amount Beneficially Owned by Each Reporting Person 30,066 - ----------------------------------------------------------------------------------------- 12 Check Box if the Aggregate Amount in Row (11) Excludes Certain Shares (See Instructions) [X] - ----------------------------------------------------------------------------------------- 13 Percent of Class Represented by Amount in Row (11) .1% - ----------------------------------------------------------------------------------------- 14 Type of Reporting Person (See Instructions) IN - -----------------------------------------------------------------------------------------
- --------------------------- -------------------- CUSIP No. 584028104 13D Page 6 of 156 Pages - --------------------------- -------------------- - ----------------------------------------------------------------------------------------- 1 Name of Reporting Person S.S. or I.R.S. Identification No. of Above Person Lori T. Caudill - ----------------------------------------------------------------------------------------- 2 Check the Appropriate Box if a Member of a Group (See Instructions) (a) [ ] (b) [X] - ----------------------------------------------------------------------------------------- 3 SEC Use Only - ----------------------------------------------------------------------------------------- 4 Sources of Funds (See Instructions) OO - ----------------------------------------------------------------------------------------- 5 Check Box if Disclosure of Legal Proceedings is Required Pursuant to Item 2(d) or 2(e) [ ] - ----------------------------------------------------------------------------------------- 6 Citizenship or Place of Organization United States of America - ----------------------------------------------------------------------------------------- Number of 7 Sole Voting Power Shares 239,927 --------------------------------------------------------------------- Beneficially 8 Shared Voting Power Owned by 0 --------------------------------------------------------------------- Each 9 Sole Dispositive Power Reporting 239,927 --------------------------------------------------------------------- Person With 10 Shared Dispositive Power 0 - ----------------------------------------------------------------------------------------- 11 Aggregate Amount Beneficially Owned by Each Reporting Person 239,927 - ----------------------------------------------------------------------------------------- 12 Check Box if the Aggregate Amount in Row (11) Excludes Certain Shares (See Instructions) [X] - ----------------------------------------------------------------------------------------- 13 Percent of Class Represented by Amount in Row (11) .5% - ----------------------------------------------------------------------------------------- 14 Type of Reporting Person (See Instructions) IN - -----------------------------------------------------------------------------------------
- --------------------------- -------------------- CUSIP No. 584028104 13D Page 7 of 156 Pages - --------------------------- -------------------- - ----------------------------------------------------------------------------------------- 1 Name of Reporting Person S.S. or I.R.S. Identification No. of Above Person Carol T. Shumaker - ----------------------------------------------------------------------------------------- 2 Check the Appropriate Box if a Member of a Group (See Instructions) (a) [ ] (b) [X] - ----------------------------------------------------------------------------------------- 3 SEC Use Only - ----------------------------------------------------------------------------------------- 4 Sources of Funds (See Instructions) OO - ----------------------------------------------------------------------------------------- 5 Check Box if Disclosure of Legal Proceedings is Required Pursuant to Item 2(d) or 2(e) [ ] - ----------------------------------------------------------------------------------------- 6 Citizenship or Place of Organization United States of America - ----------------------------------------------------------------------------------------- Number of 7 Sole Voting Power Shares 239,927 --------------------------------------------------------------------- Beneficially 8 Shared Voting Power Owned by 0 --------------------------------------------------------------------- Each 9 Sole Dispositive Power Reporting 239,927 --------------------------------------------------------------------- Person With 10 Shared Dispositive Power 0 - ----------------------------------------------------------------------------------------- 11 Aggregate Amount Beneficially Owned by Each Reporting Person 239,927 - ----------------------------------------------------------------------------------------- 12 Check Box if the Aggregate Amount in Row (11) Excludes Certain Shares (See Instructions) [X] - ----------------------------------------------------------------------------------------- 13 Percent of Class Represented by Amount in Row (11) .5% - ----------------------------------------------------------------------------------------- 14 Type of Reporting Person (See Instructions) IN - -----------------------------------------------------------------------------------------
- --------------------------- -------------------- CUSIP No. 584028104 13D Page 8 of 156 Pages - --------------------------- -------------------- - ----------------------------------------------------------------------------------------- 1 Name of Reporting Person S.S. or I.R.S. Identification No. of Above Person Alyson T. Stinson - ----------------------------------------------------------------------------------------- 2 Check the Appropriate Box if a Member of a Group (See Instructions) (a) [ ] (b) [X] - ----------------------------------------------------------------------------------------- 3 SEC Use Only - ----------------------------------------------------------------------------------------- 4 Sources of Funds (See Instructions) OO - ----------------------------------------------------------------------------------------- 5 Check Box if Disclosure of Legal Proceedings is Required Pursuant to Item 2(d) or 2(e) [ ] - ----------------------------------------------------------------------------------------- 6 Citizenship or Place of Organization United States of America - ----------------------------------------------------------------------------------------- Number of 7 Sole Voting Power Shares 239,927 --------------------------------------------------------------------- Beneficially 8 Shared Voting Power Owned by 0 --------------------------------------------------------------------- Each 9 Sole Dispositive Power Reporting 239,927 --------------------------------------------------------------------- Person With 10 Shared Dispositive Power 0 - ----------------------------------------------------------------------------------------- 11 Aggregate Amount Beneficially Owned by Each Reporting Person 239,927 - ----------------------------------------------------------------------------------------- 12 Check Box if the Aggregate Amount in Row (11) Excludes Certain Shares (See Instructions) [X] - ----------------------------------------------------------------------------------------- 13 Percent of Class Represented by Amount in Row (11) .5% - ----------------------------------------------------------------------------------------- 14 Type of Reporting Person (See Instructions) IN - -----------------------------------------------------------------------------------------
- --------------------------- ---------------------- CUSIP No. 584028104 13D Page 9 of 156 Pages - --------------------------- ---------------------- - ----------------------------------------------------------------------------------------- 1 Name of Reporting Person S.S. or I.R.S. Identification No. of Above Person F.I.S. Hull, III - ----------------------------------------------------------------------------------------- 2 Check the Appropriate Box if a Member of a Group (See Instructions) (a) [ ] (b) [X] - ----------------------------------------------------------------------------------------- 3 SEC Use Only - ----------------------------------------------------------------------------------------- 4 Sources of Funds (See Instructions) OO - ----------------------------------------------------------------------------------------- 5 Check Box if Disclosure of Legal Proceedings is Required Pursuant to Item 2(d) or 2(e) [ ] - ----------------------------------------------------------------------------------------- 6 Citizenship or Place of Organization United States of America - ----------------------------------------------------------------------------------------- Number of 7 Sole Voting Power Shares 0 --------------------------------------------------------------------- Beneficially 8 Shared Voting Power Owned by 1,215,874 --------------------------------------------------------------------- Each 9 Sole Dispositive Power Reporting 0 --------------------------------------------------------------------- Person With 10 Shared Dispositive Power 1,215,874 - ----------------------------------------------------------------------------------------- 11 Aggregate Amount Beneficially Owned by Each Reporting Person 1,215,874 - ----------------------------------------------------------------------------------------- 12 Check Box if the Aggregate Amount in Row (11) Excludes Certain Shares (See Instructions) [X] - ----------------------------------------------------------------------------------------- 13 Percent of Class Represented by Amount in Row (11) 2.4% - ----------------------------------------------------------------------------------------- 14 Type of Reporting Person (See Instructions) IN - -----------------------------------------------------------------------------------------
--------------------- Page 10 of 156 Pages --------------------- ITEM 1. SECURITY AND ISSUER. The class of equity securities to which this Statement relates is the Common Stock, par value $.01 per share ("Shares"), of Medaphis Corporation, a Delaware corporation (the "Issuer"), with its principal executive offices located at 2700 Cumberland Parkway, Suite 300, Atlanta, Georgia 30339. ITEM 2. IDENTITY AND BACKGROUND. The persons filing this Statement are James F. Thacker ("JFT"), James F. Thacker Retained Annuity Trust ("JFT Trust"), Paulanne H. Thacker Retained Annuity Trust ("PHT Trust"), William J. DeZonia ("WJD"), Lori T. Caudill ("LTC"), Carol T. Shumaker ("CTS"), Alyson T. Stinson ("ATS") and F.I.S. Hull, III ("FIS Hull") (collectively, the "Reporting Persons"). Each Reporting Person that is an individual is a citizen of the United States of America. JFT Trust and PHT Trust are trusts organized under the laws of the Commonwealth of Virginia. JFT and FIS Hull are co-trustees of each of JFT Trust and PHT Trust. The Reporting Persons may be deemed to be a "group" within the meaning of Rule 13d-5 promulgated under the Securities Exchange Act of 1934, as amended (the "Exchange Act"). Each Reporting Person disclaims beneficial ownership of Shares owned by other Reporting Persons, except that JFT and FIS Hull do not disclaim beneficial ownership of the Shares owned by the JFT Trust and the PHT Trust. JFT's principal occupation is as an employee of Medical Management Sciences, Inc. ("MMS"). JFT's business address is 1001 Boulders Parkway, Suite 519, Richmond, Virginia 23225. MMS's principal business is providing practice management services to radiologists and radiation oncologists; its principal executive offices are located at 7135 Windsor Boulevard, Baltimore, Maryland 21244. JFT is also a trustee of JFT Trust and PHT Trust. The principal business of each of JFT Trust and PHT Trust is that of holding trust property, investing trust property and making distributions of trust property. The business address of JFT Trust and PHT Trust is 1001 Boulders Parkway, Suite 519, Richmond, Virginia 23225. WJD's principal occupation or employment is as an employee of MMS. WJD's business address is c/o Medical Management Sciences, Inc., 7135 Windsor Boulevard, Baltimore, Maryland 21244. The principal business and address of MMS is as set forth above in this Item 2. LTC's principal occupation or employment is as a homemaker. LTC's business address is 516 Mount Herman Road, Midlothian, Virginia 23112. CTS's principal occupation or employment is as a homemaker. CTS's business address is 11938 Old Washington Highway, Glen Allen, Virginia 23060. ATS's principal occupation or employment is as a homemaker. ATS's business address is 18001 W. County Line Drive, Midlothian, Virginia 23112. FIS Hull's principal occupation or employment is serving as President of Central Communications Corporation ("CCC"). FIS Hull's business address is c/o Central Communications Corporation, 9 Independence Drive, Londonderry, New Hampshire 03053. CCC's principal business is selling and servicing communication equipment; its principal executive --------------------- Page 11 of 156 Pages --------------------- offices are located at 9 Independence Drive, Londonderry, New Hampshire 03053. FIS Hull is also a trustee of JFT Trust and PHT Trust. No Reporting Person has during the last five years (i) been convicted in a criminal proceeding (excluding traffic violations or similar misdemeanors) or (ii) been a party to a civil proceeding of a judicial or administrative body of competent jurisdiction and as a result of such proceeding 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. The Reporting Persons acquired an aggregate of 3,999,996 Shares (the "Merger Shares") in connection with the merger (the "Merger") of CarSub, Inc., a wholly owned subsidiary of the Issuer ("CarSub"), into MMS, pursuant to the Merger Agreement, dated as of December 29, 1995, by and among the Issuer, CarSub and MMS, a copy of which is attached hereto as Exhibit 1 (the "Merger Agreement") and is incorporated herein by reference. Pursuant to the Merger Agreement, at the effective time of the Merger, the outstanding shares of capital stock of MMS were canceled and exchanged for the Merger Shares in a private placement pursuant to Regulation D promulgated under the Securities Act of 1933, as amended (the "Securities Act"). Prior to the effective time of the Merger, the Reporting Persons, collectively, owned 100% of the outstanding capital stock of MMS. ITEM 4. PURPOSE OF TRANSACTION. As described above in Item 3, each Reporting Person acquired the Merger Shares in connection with the Merger for investment purposes. Each Reporting Person will continue to evaluate his/her investment in the Issuer on the basis of various factors, including the Issuer's business, financial condition, results of operations and prospects, general economic and industry conditions, the securities markets in general and those for the Issuer's securities in particular, such Reporting Person's own financial condition, other investment opportunities and other future developments. Based upon such evaluation, each Reporting Person will take such actions in the future as such Reporting Person may deem appropriate in light of the circumstances existing from time to time. Depending on market and other factors, a Reporting Person may determine to dispose of some or all of the Shares owned by such Reporting Person. As described above in Item 3, the Merger Shares were acquired by the Reporting Persons in a private placement pursuant to Regulation D and, therefore, may not be sold, pledged, conveyed or otherwise transferred without registration or qualification under the Securities Act and applicable state securities or blue sky laws or a valid exemption therefrom. In connection with the Merger, the Issuer granted to the Reporting Persons certain demand and incidental registration rights pursuant to a Registration Rights Agreement (the "Registration Rights Agreement"). Except as set forth in this Item 4, no Reporting Person has plans or proposals with respect to any of the actions specified in clauses (a) through (j) of Item 4 of Schedule 13D. ITEM 5. INTEREST IN SECURITIES OF THE ISSUER. (a) The following table sets forth information with respect to the Shares beneficially owned by each Reporting Person as of the close of business on January 11, 1996: --------------------- Page 12 of 156 Pages ---------------------
Number of Approximate Percentage of Name Shares Outstanding Shares (1) ---- --------- ------------------------- James F. Thacker 3,250,149(2)(3) 6.5% James F. Thacker Trust 607,937(2) 1.2% Paulanne H. Thacker Trust 607,937(2) 1.2% William J. DeZonia 30,066(2)(4) .1% Lori T. Caudill 239,927(2)(5) .5% Carol T. Shumaker 239,927(2)(5) .5% Alyson T. Stinson 239,927(2)(5) .5% F.I.S. Hull, III 1,215,874(2)(6) 2.4%
- --------------- (1) Computed on the basis of 50,064,440 Shares outstanding as of December 18, 1995 as specified in the Merger Agreement (including the Merger Shares). (2) The Reporting Persons may be deemed to be a "group" within the meaning of Rule 13d-5 under the Exchange Act, by virtue of acquiring the Merger Shares as described above in Item 3. Thus, pursuant to Rule 13d-5, each Reporting Person may be deemed to beneficially own all Shares beneficially owned by the other Reporting Persons. Each Reporting Person disclaims beneficial ownership of such Shares, except that JFT does not disclaim beneficial ownership of the shares owned by JFT Trust. (3) Consists of 2,034,275 Merger Shares issued to JFT and 607,937 Merger Shares issued to each of JFT Trust and PHT Trust. JFT disclaims beneficial ownership of the Merger Shares issued to PHT Trust. (4) Excludes options to acquire 54,250 Shares that, pursuant to the Merger Agreement, the Issuer has agreed to grant to WJD under its existing employee stock option plan(s), subject to approval of the disinterested members of the Issuer's Board of Directors. (5) Excludes 607,937 Merger Shares issued to each of JFT Trust and PHT Trust. Pursuant to the terms of each of JFT Trust and PHT Trust, any property remaining in either trust after December 31, 2002 shall be distributed equally to LTC, CTS and ATS. LTC, CTS and ATS each disclaims beneficial ownership of the Merger Shares issued to JFT Trust and PHT Trust. (6) Consists of 607,937 Merger Shares issued to each of JFT Trust and PHT Trust. FIS Hull disclaims beneficial ownership of the Merger Shares issued to JFT Trust and PHT Trust. --------------------- Page 13 of 156 Pages --------------------- (b) JFT has the sole power to vote or to direct the vote and to dispose or to direct the disposition of 2,034,275 Shares. JFT shares with FIS Hull the power to vote or to direct the vote and to dispose or to direct the disposition of 1,215,874 Shares held by JFT Trust and the PHT Trust. JFT is the father of LTC, CTS and ATS and the brother-in-law of FIS Hull. LTC, CTS and ATS are sisters and FIS Hull is their uncle. WJD has the sole power to vote or to direct the vote or to dispose or to direct the disposition of 30,066 Shares. LTC has the sole power to vote or to direct the vote or to dispose or to direct the disposition of 239,927 Shares. CTS has the sole power to vote or to direct the vote or to dispose or to direct the disposition of 239,927 Shares. ATS has the sole power to vote or to direct the vote or to dispose or to direct the disposition of 239,927 Shares. (c) No Reporting Person has acquired any Shares within the past 60 days, except the Merger Shares acquired on January 2, 1996, as described above in Item 3. (d) No other person has the right to receive or the power to direct the receipt of dividends from, or the proceeds from the sale of, any Shares which the Reporting Persons may be deemed to beneficially own. (e) Not applicable. ITEM 6. CONTRACTS, ARRANGEMENTS, UNDERSTANDINGS OR RELATIONSHIPS WITH RESPECT TO SECURITIES OF THE ISSUER. As described above in Item 4, in connection with the Merger, the Reporting Persons entered into the Registration Rights Agreement with the Issuer, a copy of which is attached hereto as Exhibit 2 and is incorporated herein by reference. Pursuant to the Registration Rights Agreement, the Reporting Persons are entitled to certain demand and incidental registration rights with respect to the Merger Shares. In addition, each of JFT, JFT Trust, PHT Trust and WJD entered into Affiliate Letters with the Issuer, copies of which are attached hereto as Exhibit 3 (the "Affiliate Letters") and are incorporated herein by reference, pursuant to which such persons have agreed not to sell, transfer or otherwise dispose of, or in any other way reduce their risk with respect to, the Merger Shares issued to such persons, until such time as financial results covering at least 30 days of combined operations of the Issuer and MMS have been published. The Reporting Persons are also parties to a Joint Filing Agreement, a copy of which is attached hereto as Exhibit 4 (the "Joint Filing Agreement") and is incorporated herein by reference, with respect to the filing of this Statement and any amendments hereto. JFT Trust and PHT Trust are governed by Trust Agreements each dated December 31, 1992, copies of which are attached hereto as Exhibit 5 (the "Trust Agreements") and are incorporated herein by reference. Pursuant to the Trust Agreements, JFT and FIS Hull, as co-trustees of JFT Trust and PHT Trust, acting together have the power to transfer or otherwise dispose of, and to vote, the Shares held by such trusts. Pursuant to the Trust --------------------- Page 14 of 156 Pages --------------------- Agreements, JFT Trust and PHT Trust are required to make quarterly fixed distributions to JFT and Paulanne H. Thacker, respectively, through the quarter ending December 31, 2002. After which time, any property remaining in such trusts is required to be distributed equally to LTC, CTS and ATS. Paulanne H. Thacker is the wife of JFT and the brother of FIS Hull. Except as described in this Statement, there are no contracts, arrangements, understandings or relationships (legal or otherwise) among the persons named in Item 2 hereof and between such persons and any other person with respect to any securities of the Issuer, including, but not limited to, transfer or voting of any of such securities, finder's fees, joint ventures, loan or option arrangements, puts or calls, guarantees of profits, division of profits or loss, or the giving or withholding of proxies. ITEM 7. MATERIAL TO BE FILED AS EXHIBITS. Exhibit 1 Merger Agreement, dated December 29, 1995, by and among Issuer, Carsub, Inc. and MMS. Exhibit 2 Registration Rights Agreement, dated December 29, 1995, by and among Issuer, CarSub, Inc. and the Reporting Persons. Exhibit 3 Affiliates Letters of JFT, JFT Trust, PHT Trust and WJD. Exhibit 4 Joint Filing Agreement by and among the Reporting Persons. Exhibit 5 Trust Agreements governing JFT Trust and PHT Trust.
--------------------- Page 15 of 156 Pages --------------------- SIGNATURES After reasonable inquiry and to the best of the knowledge and belief of each of the undersigned, each of the undersigned certifies that the information set forth in this statement is true, complete and correct. Dated: January ___, 1996 /s/ James F. Thacker _________________________________________ James F. Thacker JAMES F. THACKER RETAINED ANNUITY TRUST /s/ James F. Thacker By:______________________________________ James F. Thacker, as Trustee /s/ F.I.S. Hull, III By:______________________________________ F.I.S. Hull, III, as Trustee PAULANNE H. THACKER RETAINED ANNUITY TRUST /s/ James F. Thacker By:______________________________________ James F. Thacker, as Trustee /s/ F.I.S. Hull, III By:______________________________________ F.I.S. Hull, III, as Trustee /s/ William J. DeZonia _________________________________________ William J. DeZonia /s/ Lori T. Caudill _________________________________________ Lori T. Caudill /s/ Carol T. Shumaker _________________________________________ Carol T. Shumaker /s/ Alyson T. Stinson _________________________________________ Alyson T. Stinson /s/ F.I.S. Hull, III _________________________________________ F.I.S. Hull, III EX-99 3 EXHIBIT 2 Exhibit 2 STOCK LOAN AGREEMENT This agreement is entered into this 31st day of June, 1996 between James F. Thacker (Thacker) and Lori Caudill (Caudill) pursuant to the provisions of Section 1058 of the Internal Revenue Code; WHEREAS Thacker is the owner of certain shares of the common stock of Medaphis Corporation, which he is holding for long term investment purposes, and WHEREAS, Caudill desires to borrow certain shares of Medaphis Corporation common stock for various uses, and WHEREAS, Thacker is willing to temporarily transfer certain shares of his Medaphis Corporation stock to Caudill for use under certain circumstances. NOW, therefore in consideration of the mutual covenants and promises contained herein, the parties hereto agree as follows: 1. On or before July 26, 1996, Thacker shall transfer two hundred fifty thousand (250,000) shares of Medaphis Corporation common stock to Caudill. 2. Upon notice from Thacker to Caudill, Caudill shall within five (5) business days, return to Thacker two hundred fifty thousand (250,000) shares of Medaphis Corporation common stock identical to the stock transferred pursuant to "1" above. Said notice may, at Thacker's option, require the return of a lesser number of shares in which case, Thacker continues to have the option of requiring the return of the balance of the two hundred fifty thousand (250,000) shares within five (5) business days upon subsequent notice. On July 1, 1998, Caudill shall return to Thacker any of the two hundred fifty thousand (250,000) shares of Medaphis stock which has not been previously returned. 3. In the event of a reorganization, recapitalization, or merger of Medaphis Corporation during the term of this loan, Caudill is permitted to return stock equivalent to the Medaphis Corporation stock loaned as authorized by Income Tax Regulation 1.1058-1(b). 4. Caudill agrees and must make payments to Thacker of all amounts equivalent to any dividends or other distributions made by Medaphis Corporation which Thacker, as the owner of the loaned shares, is entitled to receive during the period beginning with the loan transfer and ending with the repayment transfer of identical Medaphis Corporation stock back to Thacker. Caudill will make any such payments to Thacker at such time as Thacker would receive them had he not loaned said shares. 5. Any notice under this agreement shall be sent by overnight as follows: Lori Caudill 516 Mount Hermon Road Midlothian, VA 23112 The benefits and duties under this agreement may not be assigned but shall be binding upon the personal representatives and successors in interest of the parties hereto. Witness our hands and seals as of this 30th day of June, 1996. - ------------------------- -------------------------- James F. Thacker Lori Caudill -2- EX-99 4 EXHIBIT 3 Exhibit 3 STOCK LOAN AGREEMENT This agreement is entered into this 31st day of June, 1996 between James F. Thacker (Thacker) and Carol Shumaker (Shumaker) pursuant to the provisions of Section 1058 of the Internal Revenue Code; WHEREAS Thacker is the owner of certain shares of the common stock of Medaphis Corporation, which he is holding for long term investment purposes, and WHEREAS, Shumaker desires to borrow certain shares of Medaphis Corporation common stock for various uses, and WHEREAS, Thacker is willing to temporarily transfer certain shares of his Medaphis Corporation stock to Shumaker for use under certain circumstances. NOW, therefore in consideration of the mutual covenants and promises contained herein, the parties hereto agree as follows: 1. On or before July 26, 1996, Thacker shall transfer two hundred fifty thousand (250,000) shares of Medaphis Corporation common stock to Shumaker. 2. Upon notice from Thacker to Shumaker, Shumaker shall within five (5) business days, return to Thacker two hundred fifty thousand (250,000) shares of Medaphis Corporation common stock identical to the stock transferred pursuant to "1" above. Said notice may, at Thacker's option, require the return of a lesser number of shares in which case, Thacker continues to have the option of requiring the return of the balance of the two hundred fifty thousand (250,000) shares within five (5) business days upon subsequent notice. On July 1, 1998, Shumaker shall return to Thacker any of the two hundred fifty thousand (250,000) shares of Medaphis stock which has not been previously returned. 3. In the event of a reorganization, recapitalization, or merger of Medaphis Corporation during the term of this loan, Shumaker is permitted to return stock equivalent to the Medaphis Corporation stock loaned as authorized by Income Tax Regulation 1.1058-1(b). 4. Shumaker agrees and must make payments to Thacker of all amounts equivalent to any dividends or other distributions made by Medaphis Corporation which Thacker, as the owner of the loaned shares, is entitled to receive during the period beginning with the loan transfer and ending with the repayment transfer of identical Medaphis Corporation stock back to Thacker. Shumaker will make any such payments to Thacker at such time as Thacker would receive them had he not loaned said shares. 5. Any notice under this agreement shall be sent by overnight as follows: Carol Shumaker 11938 Old Washington Highway Glen Allen, VA 23060 The benefits and duties under this agreement may not be assigned but shall be binding upon the personal representatives and successors in interest of the parties hereto. Witness our hands and seals as of this 30th day of June, 1996. - ------------------------- -------------------------- James F. Thacker Carol Shumaker -2- EX-99 5 EXHIBIT 4 Exhibit 4 STOCK LOAN AGREEMENT This agreement is entered into this 31st day of June, 1996 between James F. Thacker (Thacker) and Alyson Stinson (Stinson) pursuant to the provisions of Section 1058 of the Internal Revenue Code; WHEREAS Thacker is the owner of certain shares of the common stock of Medaphis Corporation, which he is holding for long term investment purposes, and WHEREAS, Stinson desires to borrow certain shares of Medaphis Corporation common stock for various uses, and WHEREAS, Thacker is willing to temporarily transfer certain shares of his Medaphis Corporation stock to Stinson for use under certain circumstances. NOW, therefore in consideration of the mutual covenants and promises contained herein, the parties hereto agree as follows: 1. On or before July 26, 1996, Thacker shall transfer two hundred fifty thousand (250,000) shares of Medaphis Corporation common stock to Stinson. 2. Upon notice from Thacker to Stinson, Stinson shall within five (5) business days, return to Thacker two hundred fifty thousand (250,000) shares of Medaphis Corporation common stock identical to the stock transferred pursuant to "1" above. Said notice may, at Thacker's option, require the return of a lesser number of shares in which case, Thacker continues to have the option of requiring the return of the balance of the two hundred fifty thousand (250,000) shares within five (5) business days upon subsequent notice. On July 1, 1998, Stinson shall return to Thacker any of the two hundred fifty thousand (250,000) shares of Medaphis stock which has not been previously returned. 3. In the event of a reorganization, recapitalization, or merger of Medaphis Corporation during the term of this loan, Stinson is permitted to return stock equivalent to the Medaphis Corporation stock loaned as authorized by Income Tax Regulation 1.1058-1(b). 4. Stinson agrees and must make payments to Thacker of all amouants equivalent to any dividends or other distributions made by Medaphis Corporation which Thacker, as the owner of the loaned shares, is entitled to receive during the period beginning with the loan transfer and ending with the repayment transfer of identical Medaphis Corporation stock back to Thacker. Stinson will make any such payments to Thacker at such time as Thacker would receive them had he not loaned said shares. 5. Any notice under this agreement shall be sent by overnight as follows: Alyson Stinson 18001 W. County Line Drive Midlothiin, VA 23112 The benefits and duties under this agreement may not be assigned but shall be binding upon the personal representatives and successors in interest of the parties hereto. Witness our hands and seals as of this 30th day of June, 1996. - ----------------------------- ------------------------------ James F. Thacker Alyson Stinson -2- EX-99 6 EXHIBIT 5 Exhibit 5 ANNUITY AGREEMENT FOR PURCHASE AND SALE OF COMMON STOCK This Agreement is made and entered into by and between James F. Thacker, sometimes hereinafter referred to as "Seller", and Empire Investment Banking Company, sometimes hereinafter referred to as "Buyer", WHEREAS, Seller is the owner of shares of restricted common stock ("stock") of Medaphis Corporation, hereinafter sometimes referred to as "Company": and WHEREAS Seller is willing to sell 1,000,000 shares of said restricted common stock, and Buyer is willing to purchase said stock in Company upon the terms and conditions hereinafter set forth. NOW, THEREFORE, IT IS AGREED as follows: 1. Purchase of Common Stock. Seller agrees to sell, and Buyer agrees to buy Seller's stock in Company for the sum of $4,300,000. The purchase price shall be paid as follows: By payment of quarterly annuity payments in the amount of $114,566.92 payable to Seller for the term of his life. The annuity starting date is November 1, 1996 with the first quarterly payment due January 31, 1997. Payments shall cease to accrue upon the death of Seller with final payment prorated to the date of death. 2. Assignment and Transfer. a) Seller hereby sells and transfers to Buyer said 1,000,000 shares of restricted common stock in Company. b) Seller shall execute and deliver to Buyer at the closing, or at any subsequent time as may be demanded by Buyer, such bill of sale, assignment or other documents evidencing the conveyance of said 1,000,000 shares of restricted common stock of the Company to Buyer. c) At the closing, Seller shall deliver such certificates evidencing such shares, duly endorsed in blank, to Buyer, with appropriate stock powers for transferring said shares on the books and records of the corporation as herein provided or as otherwise directed by Buyer. 3. Warranties of Seller. a) Seller hereby represents and warrants that he is the owner, beneficially and of the record, of said 1,000,000 shares of common stock of Company free and clear of all liens, encumbrances, security agreements, equities, options, claims, charges and restrictions. Seller has full power to transfer the common stock without obtaining the consent or approval of any person or entity. 4. Liabilities, Seller warrants and represents that he has not knowingly insured any liabilities in the name of Medaphis which are obligations of said corporation. Seller agrees to indemnify and hold the Buyer free and harmless from any liabilities knowingly incurred by Seller in the name of said corporation which are not reflected on the books and records of the company on the date of this agreement. 5. Warranties of Buyer. a) Buyer hereby represents and warrants that it is purchasing the stock which is the subject of this agreement for long-term investment purposes and that Seller is only willing to enter into this agreement based on said representation. Buyer acknowledges that Seller will be selling registered shares over the next several years and that Seller's willingness to enter into this agreement is based both upon Buyer's willingness to warrant such long-term investment purpose and upon the restrictions upon resale set forth herein. This is a material inducement to Seller's entering into this Agreement. Buyer hereby represents and warrants that it will not in any manner attempt to have any part of the 1,000,000 shares being purchased registered for sale in the market prior to June 30, 2000. Buyer acknowledges that any such attempt would materially damage Seller due to Seller's expressed intention to register and sell a substantial number of other shares owned by Seller. Buyer further agrees that after June 30, 2000, it will not sell more than 250,000 shares of said stock within any twelve month period without first obtaining the written permission of Seller. This requirement shall become null and void at such time as Seller owns less than 100,000 shares of Medaphis Corporation as reflected on the books of said corporation's transfer agent or held in Seller's account by any broker. b) Buyer is sophisticated in financial matters and is able to evaluate the risks and benefits of the investment in the stock sold herein. c) Buyer is able to bear the economic risks of its investment in the stock sold herein for an indefinite period of time because the stock has not been registered under the Securities Act and has other restrictions contained herein which severely affect the liquidity of this investment. d) Buyer has had an opportunity to ask questions and receive answers concerning the terms and conditions of the offering of this restricted stock for sale and has had full access to any such information requested. e) Buyer acknowledges that it has voluntarily entered into this agreement, and that said agreement constitutes the legal, valid and binding obligation of Buyer, enforceable according to its terms. 2 6. Recovery of Litigation Costs. If any legal action is brought for the enforcement of this agreement or because of an alleged dispute, breach, default or misrepresentation in connection with any of the provisions of this agreement, the successful or prevailing party shall be entitled to recover reasonable attorney's fees and other costs incurred in that action or proceeding in addition to any other relief to which said party may be entitled. 7. Survival of Representations. Except as herein specifically provided, the representations and warranties made by any party hereto, and the obligations of any party to be performed hereunder, shall survive and continue beyond the transfer date of said stock. 8. Closing Date. This transaction shall close on December 1, 1996, at 9:00 a.m., at the offices of Empire Investment Banking Company, or any other day prior thereto when all documents herein described have been delivered. 9. Successors and Assign. All covenants and agreements contained herein by or on behalf of either party shall bind and inure to the benefit of the respective successors and assigns of the parties hereto whether so expressed or not. 10. Severability. Whenever possible, each provision of this agreement shall be interpreted in such a manner a to be effective and valid under applicable law, but if any provision of this agreement is held to be prohibited by or invalid under applicable law, such provision shall be ineffective only to the extent of such prohibition of invalidity, without invalidating the remainder of this agreement. 11. Descriptive Headings: Interpretation. The descriptive headings of this agreement are inserted for convenience only and do not constitute Sections of this agreement. 12. Governing Law. All questions concerning the construction, validity, and interpretation of this agreement shall be governed by and construed in accordance with the internal laws of the State of Delaware, without giving effect to any choice of law of conflict of law provision or rule (whether of the State of Delaware or any other jurisdiction) that would cause the application of the law of any jurisdiction other than the State of Delaware. 13. Legend. The certificates representing the stock being sold herein will bear the following legend: "THE SHARES EVIDENCED BY THIS CERTIFICATE HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED ("THE ACT") OR UNDER THE SECURITIES OR BLUE SKY LAWS OF ANY STATE AND MAY NOT BE SOLD, TRANSFERRED OR OTHERWISE DISPOSED OF EXCEPT PURSUANT TO AN EFFECTIVE REGISTRATION STATEMENT UNDER THE ACT OR IN A TRANSACTION WHICH IS NOT SUBJECT TO THE REGISTRATION 3 REQUIREMENTS OF THE ACT OR ANY APPLICABLE STATE SECURITIES OR BLUE SKY LAWS AND IN THE CASE OF A TRANSACTION NOT SUBJECT TO SUCH REGISTRATION REQUIREMENTS UNLESS THE COMPANY HAS RECEIVED AN OPINION OF COUNSEL REASONABLY SATISFACTORY TO IT THAT SUCH TRANSACTION DOES NOT REQUIRE REGISTRATION UNDER THE ACT." IN WITNESS WHEREOF, the parties have executed this Agreement for Purchase and Sale of Common Stock as of the 31st day of October, 1996. BUYER SELLER By:____________________________ ____________________________ ______________________________(Title) James F. Thacker for Empire Investment Banking Co. 4 EX-99 7 EXHIBIT 6 STOCK LOAN AGREEMENT This agreement is entered into this 15th day of December 1996 by and between JAMES F. THACKER ("THACKER") and EMPIRE INVESTMENT BANKING COMPANY L.P. ("EMPIRE") pursuant to the provisions of 'ss'.1058 of the Internal Revenue Code. WHEREAS, EMPIRE is the owner of certain shares of the common stock of Medaphis Corporation which it is holding for long term investment purposes; and WHEREAS, THACKER desires to borrow certain shares of Medaphis Corporation common stock for various uses; and WHEREAS, EMPIRE is willing to temporarily transfer certain shares of its Medaphis Corporation stock to THACKER for use under certain circumstances. NOW, THEREFORE, in consideration of the mutual covenants and promises contained herein, and for other good and valuable consideration, the receipt, sufficiency and adequacy of which is hereby acknowledged, the parties hereto hereby agree as follows: 1. On or before January 15, 1997, EMPIRE shall transfer THREE HUNDRED THOUSAND (300,000) shares of Medaphis Corporation common stock to THACKER. 2. Upon notice from EMPIRE to THACKER, THACKER shall within five (5) business days, return to EMPIRE THREE HUNDRED THOUSAND (300,000) shares of Medaphis Corporation common stock identical to the stock transferred pursuant to paragraph 1 above. Said notice may, at EMPIRE'S option, require the return of a lesser number of shares in which case, EMPIRE continues to have the option of requiring the return of the balance of the THREE HUNDRED THOUSAND (300,000) shares within five (5) business days upon subsequent notice. On June 30, 1998, THACKER shall return to EMPIRE any of the THREE HUNDRED THOUSAND (300,000) shares of Medaphis stock which has not been previously returned to EMPIRE by THACKER. 3. In the event of a reorganization, recapitalization, or merger of Medaphis Corporation during the term of this loan, THACKER is permitted to return stock equivalent to the Medaphis Corporation stock loaned as authorized by Income Tax Regulation 1.1058-1(b). 4. THACKER agrees and must make payments to EMPIRE of all amounts equivalent to any dividends or other distributions made by Medaphis Corporation which EMPIRE, as the owner of the loaned shares, is entitled to receive during the period beginning with the loan transfer and ending with the repayment transfer of identical Medaphis Corporation stock back to EMPIRE. THACKER will make any such payments to EMPIRE at such time as EMPIRE would receive them had it not loaned said shares. 5. Any notice to THACKER under this Agreement shall be sent by overnight courier as follows: JAMES F. THACKER 1001 Boulders Parkway, Suite 519 Richmond, VA 23225 The benefits and duties under this agreement may not be assigned but shall be binding upon the personal representatives and successors in interest of the parties hereto. Witness our hands and seals as of this 15th day of December 1996. BY: - -------------------------------------- ---------------------------- JAMES F. THACKER CAROL SHUMAKER, General Partner EMPIRE INVESTMENT BANKING COMPANY, L.P. -2- EX-99 8 EXHIBIT 7 Exhibit 7 AGREEMENT This agreement is entered into as of the 3rd day of January 1987 between James F. Thacker (Thacker) and William DeZonia (DeZonia). WHEREAS, DeZonia has been an employee of Medical Management Sciences, Inc. (MMS) since January 1, 1981, and WHEREAS, Thacker, as President of MMS, is highly compensated by MMS, and WHEREAS, as the result of Thacker's high compensation, Thacker is required by MMS to be solely responsible for acquiring new clients, servicing both existing and new clients on a monthly basis including monthly meetings at each client's place of business, analyzing the client's production, billing, and delivery of its services, design and redesign of all client's billing, production, and service delivery, and WHEREAS, Thacker's responsibility requires servicing these clients spread throughout several states with multiple sites in these states, and WHEREAS, the number of potential clients requesting meetings with presentations has increased significantly but Thacker and MMS have no way of determining how long this level of intensity will prevail, and WHEREAS, MMS is not in a liquidity position to provide Thacker with additional employees to assist him in his extensive and increasing duties and responsibilities and is not expected to be in such a position in the foreseeable future, and WHEREAS, it is in Thacker's best financial interest to insure adept services are provided to existing clientele and that knowledgeable presentations are made to prospective clients since this is absolutely necessary in order that Thacker be able to maintain and improve his compensation level, and WHEREAS, the Board of Directors of MMS has informed Thacker that there is no objection to Thacker securing assistance in the performance of his duties and responsibilities provided Thacker supervise the performance and be exclusively responsible for compensating any said assistants, and WHEREAS, the Board of Directors of MMS has further informed Thacker that there is no objection to Thacker engaging the services of William DeZonia for said assistance provided such services provided to Thacker by DeZonia do not interfere with DeZonia's present duties to MMS and that said services to Thacker be provided through DeZonia's working additional evening and weekend hours, and further provided that both Thacker and DeZonia agree to immediately terminate DeZonia's services to Thacker upon thirty days request in writing from the MMS Board of Directors, and WHEREAS, DeZonia is willing to assist Thacker in Thacker's duties at MMS in compliance with the restrictions placed on said assistance by the MMS Board of Directors as outlined above, and WHEREAS, DeZonia agrees that Thacker is solely responsible for compensating him for said services and that said services are to be rendered to Thacker and not to MMS and therefore MMS has no responsibility in any manner whatsoever to compensate him and that he is in no manner an agent of MMS while performing duties for Thacker, and WHEREAS, Thacker agrees that he is solely responsible for compensating DeZonia for DeZonia's assistance to Thacker in Thacker's performance of his duties as an employee of MMS, NOW, therefore, in consideration of the mutual covenants and promises contained herein, the parties hereto agree as follows: 1. DeZonia agrees to assist Thacker in the performance of Thacker's duties as an employee of MMS subject to the restrictions required by the MMS Board of Directors as set forth above herein. 2. DeZonia agrees to perform such services for Thacker as Thacker directs including the time and place that said services are to be rendered but again subject to the restrictions required by the MMS Board of Directors as set forth above herein. 3. DeZonia acknowledges that the performance of said duties will require extensive travel including weekends. 4. DeZonia will provide Thacker with ongoing timely reports of his activities and immediately inform Thacker of any client dissatisfaction that may require Thacker's personal attention. 5. DeZonia agrees to defer all compensation for his services to Thacker until the earlier of ten years from the effective date of this agreement or Thacker's termination of employment with MMS. 6. Thacker and DeZonia agree that prior to the termination of the deferral of compensation period set forth in "5." above, they will agree upon both the amount of compensation due to DeZonia for his services to Thacker and upon the payment terms. Said agreement shall be added as "Exhibit A" to this agreement. While MMS is not a party to this agreement, its acknowledgment to the terms hereof will be evidenced below. All questions concerning the construction, validity and interpretation of this agreement shall be governed by and construed in accordance with the laws of the State of Maryland. All covenants and agreements contained herein by or on behalf of either party hereto shall bind and inure to the benefit of the respective successors and assigns of the parties hereto whether so expressed or not. IN WITNESS WHEREOF, the parties have executed this agreement as of the date set forth above. ------------------------------ James F. Thacker Seen and Acknowledged: Medical Management Sciences, Inc. ------------------------------ William DeZonia By: ---------------------------------- "Exhibit A" To Agreement between James F. THACKER and William De Zonia dated the 3rd day of January, 1987. Pursuant to item "6" of the said agreement, the parties agree that Thacker shall transfer to De Zonia three hundred seventy thousand (370,000) shares of the restricted common stock of MEDAPHIS CORPORATION free and clear of any liens or other encumbrances in full payment for all services rendered to Thacker by De Zonia pursuant to said agreement. This "Exhibit A" is agreed to as of October 31, 1996. It is agreed by each party hereto that the value of said three hundred seventy thousand (370,000) shares of MEDAPHIS CORPORATION restricted common stock is $4.30 per share for a total value of $1,591,000.00. Thacker and De Zonia each agree to report this transaction for federal and state income tax purposes based upon this agreed value. Thacker agrees to transfer the ownership of the MEDAPHIS CORPORATION stock to De Zonia as quickly as the necessary documentation can be accomplished in compliance with MEDAPHIS CORPORATION policy and applicable law but in no event later than January 10, 1997. Should there be any stock dividends, stock splits, reverse stock splits, mergers, reorganization, or other changes of any nature in the common stock of MEDAPHIS CORPORATION between October 31, 1996 and the transfer of said three hundred seventy thousand (370,000) shares to De Zonia, all said changes will be reflected in the transfer it being the intention of the parties that the rights and responsibilities of the parties are fixed as of October 31, 1996. Upon transfer of the MEDAPHIS CORPORATION shares are set forth in this "Exhibit A", no other payments of any type shall be due De Zonia from THACKER. Mutual Releases. THACKER and DE ZONIA, for themselves and their respective spouses, attorneys, principals, agents, successors, assignors, heirs, executors, administrators and assigns, if any, hereby mutually release, remise and forever discharge each other, each others' respective spouses, attorneys, principals, agents, successors, assignors, heirs, executors, administrators and assigns, if any, and all other persons and entities, whether individual, corporate or otherwise, who are or may become liable in any fashion for any or all liabilities or claims arising from or related to the Agreement, or the negotiation, execution, performance or termination of any agreements relating to the employment, or claims which were or could have been set forth or asserted of and from any and all claims, judgments, demands, causes of action, suites, actions, controversies, counterclaims, third-party actions, proceedings or liabilities of any kind or nature whatsoever, without exception, known or unknown, accrued or unaccrued, whether in law or in equity, and whether in contract, warranty, tort or otherwise, which either, jointly or severally, ever had, now has or may have, claim, allege or assert, relating to or arising from the employment or the negotiation, execution, performance or termination of any agreements relating to the employment, or any claims, demands, which have been or could have been set forth and asserted. Covenant Not To Sue. THACKER and DE ZONIA, for themselves and their respective spouses, attorneys, principals, agents, successors, assignors, heirs, executors, administrators and assigns, if any, hereby mutually agree and covenant that they will forever refrain from instituting any suit, action, litigation or proceeding of any nature against each other, jointly or severally, their respective spouses, attorneys, principals, agents, successors, assignors, heirs, executors, administrators and assigns, if any, or any person or entity, whether individual, corporate or otherwise, who may become liable in any fashion for any or all liabilities or claims arising from or related to the employment, or the negotiation, execution, performance or termination of any agreements relating to the employment, or any claims which have been or could have been set forth or asserted, for any claims, demands, or liabilities or causes of action of any nature whatsoever, known or unknown, accrued or unaccrued, whether in law or in equity, and whether in contract, tort or otherwise, which they now have or in the future may have, claim or assert, relating to or arising from the employment, or the negotiation, execution, performance or termination of any agreements relating to the employment, or any allegations which have been or could have been asserted. AGREED: AGREED: ------------------------------ --------------------------------- JAMES F. THACKER WILLIAM DE ZONIA EX-99 9 EXHIBIT 8 Exhibit 8 AGREEMENT FOR SERVICES This agreement is entered into as of this 1st day of November, 1996, between James F. Thacker (THACKER) and Jo Anne Maxwell (Contractor). WHEREAS, Contractor has performed various management tasks for THACKER over the past year, and WHEREAS, THACKER desires to engage the services of Contractor to advise him in his various management tasks, and WHEREAS, THACKER desires to insure the long term availability of Contractor's management advisory services, and WHEREAS, Contractor is willing and able to commit to a long term agreement and WHEREAS, THACKER is unwilling to engage Contractor on a contingent percentage basis, and WHEREAS, the parties to this agreement realize and agree that the services to be rendered by Contractor are intrinsically more valuable if Contractor's services are available for several years due to the maturation of the projects involved. Now, therefore, in consideration of the mutual covenants and promises contained herein, the parties agree as follows: 1. Thacker will assign projects selected by him to Contractor on an as needed basis. 2. Contractor agrees that projects assigned by Thacker shall receive priority treatment over any other projects upon which Contractor may be engaged. 3. Thacker may also call upon Contractor for management consultation and advice on an ad hoc basis on projects not specifically assigned to Contractor. 4. Contractor acknowledges that the services contemplated under this agreement may require up to thirty hours per week. 5. Contractor acknowledges that the various projects which will be assigned to Contractor and the requests for ad hoc consultations will all be time sensitive requiring timely responses. 6. Contractor agrees that the services contemplated under this agreement will be rendered over the five year period ending October 31, 2001 and, 7. Contractor agrees that during the five year period of this agreement that Contractor will refrain from contracting for her services in any manner that may make her unavailable to render the services contemplated herein in a timely manner. 8. Contractor acknowledges that in the performance of this agreement she will be privy to confidential and secret information, trade secrets, financial information and budgets, and personal information the disclosure of which would be detrimental to Thacker and that disclosure of any such information to anyone without the written permission of Thacker is a material breach of this agreement. 9. In full payment for all services to be rendered by Contractor pursuant to this agreement, Thacker shall transfer to Contractor free and clear of any liens or encumbrances, two hundred thousand (200,000) shares of the RESTRICTED common stock of MEDAPHIS CORPORATION. Each of the parties to this agreement acknowledge that the value of said shares is Nine Hundred Thousand Dollars ($900,000.00) and agree to said value for state and federal income tax purposes. 10. Contractor agrees that any failure to perform services hereunder in a timely manner as requested by Thacker shall constitute a material breach of this agreement. 11. Contractor agrees that actual damages resulting from a material breach of this agreement would be difficult to determine. Therefore, the parties hereto agree that in the event that Contractor shall materially breach this agreement, liquidated damages in the amount of Seven Hundred Thousand Dollars ($700,000.00) shall be payable to Thacker. 12. Thacker agrees to transfer the Two Hundred Thousand (200,000) shares of Restricted Common Stock of MEDAPHIS CORPORATION to Contractor as soon as said transfer can be made in compliance with the policies of MEDAPHIS CORPORATION and applicable security laws but in no event later than January 15, 1997. In the event of a reorganization, recapitalization, or merger of MEDAPHIS CORPORATION during the term of this Agreement, the option herein shall be treated as an option for the equivalent of the two hundred thousand (200,000) shares which is the subject of the option. The rights, duties, and obligations set forth herein are personal to the parties hereto and may not be assigned but shall be binding on the personal representatives of said parties. IN WITNESS WHEREOF, the parties have executed this agreement for Services as of the 1st day of November, 1996. - --------------------------------- -------------------------------- JAMES F. THACKER JO ANNE MAXWELL STATEMENT OF DIFFERENCES ------------------------ The section symbol shall be expressed as 'ss' EX-99 10 EXHIBIT 9 EXHIBIT 9 AMENDED AND RESTATED JOINT FILING AGREEMENT In accordance with Rule 13d-1(f) under the Securities Exchange Act of 1934, as amended, the persons named below agree to the joint filing on behalf of each of them of a Statement on Schedule 13D (including amendments thereto) with respect to the common stock, par value $.01 per share, of Medaphis Corporation, and further agree that this Amended and Restated Joint Filing Agreement be included as an Exhibit to such joint filings. In evidence thereof, the undersigned have executed this Amended and Restated Joint Filing Agreement this 7th day of February, 1997. s/s James F. Thacker -------------------------------- James F. Thacker JAMES F. THACKER RETAINED ANNUITY TRUST By: s/s James F. Thacker -------------------------------- James F. Thacker, as Trustee By: s/s F.I.S. Hull, II -------------------------------- F.I.S. Hull, III, as Trustee PAULANNE H. THACKER RETAINED ANNUITY TRUST By: s/s James F. Thacker -------------------------------- James F. Thacker, as Trustee By: s/s F.I.S. Hull, III -------------------------------- F.I.S. Hull, III, as Trustee s/s William J. DeZonia -------------------------------- William J. DeZonia s/s Lori T. Caudill -------------------------------- Lori T. Caudill s/s Carol T. Shumaker -------------------------------- Carol T. Shumaker
s/s Alyson T. Stinson -------------------------------- Alyson T. Stinson s/s F.I.S. Hull, III -------------------------------- F.I.S. Hull, III EMPIRE INVESTMENT BANKING COMPANY, L.P. By: s/s Carol T. Shumaker -------------------------------- Carol T. Shumaker, Managing Partner s/o Jo Anne Maxwell -------------------------------- Jo Anne Maxwell
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