-----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, A3ejpv+kWHgtIFh3tRllkw56uNYaVAWAYKvoCFtQUvhC+ggbIbptjVI9bmfSb/R3 l17zpni8JW1W7BI2HtJVnw== 0001169232-04-006203.txt : 20041229 0001169232-04-006203.hdr.sgml : 20041229 20041229163006 ACCESSION NUMBER: 0001169232-04-006203 CONFORMED SUBMISSION TYPE: SC 13D/A PUBLIC DOCUMENT COUNT: 1 FILED AS OF DATE: 20041229 DATE AS OF CHANGE: 20041229 GROUP MEMBERS: THE D3 CHILDREN'S FUND, L.P. GROUP MEMBERS: THE D3 FAMILY BULLDOG FUND, L.P. GROUP MEMBERS: THE D3 FAMILY FUND, L.P. GROUP MEMBERS: THE D3 FAMILY RETIREMENT FUND, L.P. GROUP MEMBERS: THE D3 OFFSHORE FUND, L.P. FILED BY: COMPANY DATA: COMPANY CONFORMED NAME: NIERENBERG DAVID CENTRAL INDEX KEY: 0001040899 FILING VALUES: FORM TYPE: SC 13D/A BUSINESS ADDRESS: STREET 1: 19605 N E 8TH STREET CITY: CAMAS STATE: WA ZIP: 98607 BUSINESS PHONE: 3606048600 SUBJECT COMPANY: COMPANY DATA: COMPANY CONFORMED NAME: PEDIATRIC SERVICES OF AMERICA INC CENTRAL INDEX KEY: 0000893430 STANDARD INDUSTRIAL CLASSIFICATION: SERVICES-HOME HEALTH CARE SERVICES [8082] IRS NUMBER: 581873345 STATE OF INCORPORATION: DE FISCAL YEAR END: 0930 FILING VALUES: FORM TYPE: SC 13D/A SEC ACT: 1934 Act SEC FILE NUMBER: 005-44129 FILM NUMBER: 041231448 BUSINESS ADDRESS: STREET 1: 31O TECHNOLOGY PKWY CITY: NORCROSS STATE: GA ZIP: 30092-2929 BUSINESS PHONE: 7704411580 MAIL ADDRESS: STREET 1: 310 TECHNOLOGY PKWY CITY: NORCROSS STATE: GA ZIP: 30092-2929 SC 13D/A 1 d61752_sc13d-a.txt AMENDMENT NO. 15 TO SCHEDULE 13D UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13D/A Under the Securities Act of 1934 (Amendment No. 15) Pediatric Services of America, Inc. (PSAI) (Name of Issuer) Common Stock (Title of Class of Securities) 705323103 (CUSIP Number) David Nierenberg The D3 Family Funds 19605 NE 8th Street Camas, WA 98607 360-604-8600 (Name, Address and Telephone Number of Person Authorized to Receive Notices and Communications) December 27, 2004 (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 that is the subject of this Schedule 13D and is filing this schedule because of ss.ss.240.13d-1(e), 240.13d-1(f) or 240.13d-1(g), check the following box: |_| - -------------------------------------------------------------------------------- 1 NAME OF REPORTING PERSON S.S. OR I.R.S. IDENTIFICATION NOS. OF ABOVE PERSON The D3 Family Fund, L.P. (David Nierenberg is president of the General Partner, which is Nierenberg Investment Management Company.) - -------------------------------------------------------------------------------- 2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a) |X| (b) |_| - -------------------------------------------------------------------------------- 3 SEC USE ONLY - -------------------------------------------------------------------------------- 4 SOURCE OF FUNDS WC - -------------------------------------------------------------------------------- 5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) OR 2(e) |_| - -------------------------------------------------------------------------------- 6 CITIZENSHIP OR PLACE OF ORGANIZATION Washington - -------------------------------------------------------------------------------- 7 SOLE VOTING POWER 619,090 common shares (8.7%) ----------------------------------------------------------------- NUMBER OF 8 SHARED VOTING POWER SHARES BENEFICIALLY 0 OWNED BY ----------------------------------------------------------------- EACH 9 SOLE DISPOSITIVE POWER REPORTING PERSON 619,090 WITH ----------------------------------------------------------------- 10 SHARED DISPOSITIVE POWER 0 - -------------------------------------------------------------------------------- 11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 1,071,130 shares (15.0%) - -------------------------------------------------------------------------------- 12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES* |_| - -------------------------------------------------------------------------------- 13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 15.0% - -------------------------------------------------------------------------------- 14 TYPE OF REPORTING PERSON* PN - -------------------------------------------------------------------------------- 2 - -------------------------------------------------------------------------------- 1 NAME OF REPORTING PERSON S.S. OR I.R.S. IDENTIFICATION NOS. OF ABOVE PERSON The D3 Family Retirement Fund, L.P. (David Nierenberg is president of the General Partner, which is Nierenberg Investment Management Company.) - -------------------------------------------------------------------------------- 2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a) |X| (b) |_| - -------------------------------------------------------------------------------- 3 SEC USE ONLY - -------------------------------------------------------------------------------- 4 SOURCE OF FUNDS WC - -------------------------------------------------------------------------------- 5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) OR 2(e) |_| - -------------------------------------------------------------------------------- 6 CITIZENSHIP OR PLACE OF ORGANIZATION Washington - -------------------------------------------------------------------------------- 7 SOLE VOTING POWER 206,049 common shares (2.9%) ----------------------------------------------------------------- NUMBER OF 8 SHARED VOTING POWER SHARES BENEFICIALLY 0 OWNED BY ----------------------------------------------------------------- EACH 9 SOLE DISPOSITIVE POWER REPORTING PERSON 206,049 WITH ----------------------------------------------------------------- 10 SHARED DISPOSITIVE POWER 0 - -------------------------------------------------------------------------------- 11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 1,071,130 shares (15.0%) - -------------------------------------------------------------------------------- 12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES* |_| - -------------------------------------------------------------------------------- 13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 15.0% - -------------------------------------------------------------------------------- 14 TYPE OF REPORTING PERSON* PN - -------------------------------------------------------------------------------- 3 - -------------------------------------------------------------------------------- 1 NAME OF REPORTING PERSON S.S. OR I.R.S. IDENTIFICATION NOS. OF ABOVE PERSON The D3 Children's Fund, L.P. (David Nierenberg is president of the General Partner, which is Nierenberg Investment Management Company.) - -------------------------------------------------------------------------------- 2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a) |X| (b) |_| - -------------------------------------------------------------------------------- 3 SEC USE ONLY - -------------------------------------------------------------------------------- 4 SOURCE OF FUNDS WC - -------------------------------------------------------------------------------- 5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) OR 2(e) |_| - -------------------------------------------------------------------------------- 6 CITIZENSHIP OR PLACE OF ORGANIZATION Washington - -------------------------------------------------------------------------------- 7 SOLE VOTING POWER 43,507 common shares (0.6%) ----------------------------------------------------------------- NUMBER OF 8 SHARED VOTING POWER SHARES BENEFICIALLY 0 OWNED BY ----------------------------------------------------------------- EACH 9 SOLE DISPOSITIVE POWER REPORTING PERSON 43,507 WITH ----------------------------------------------------------------- 10 SHARED DISPOSITIVE POWER 0 - -------------------------------------------------------------------------------- 11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 1,071,130 shares (15.0%) - -------------------------------------------------------------------------------- 12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES* |_| - -------------------------------------------------------------------------------- 13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 15.0% - -------------------------------------------------------------------------------- 14 TYPE OF REPORTING PERSON* PN - -------------------------------------------------------------------------------- 4 - -------------------------------------------------------------------------------- 1 NAME OF REPORTING PERSON S.S. OR I.R.S. IDENTIFICATION NOS. OF ABOVE PERSON The D3 Offshore Fund, L.P. (David Nierenberg is president of the General Partner, which is Nierenberg Investment Management Company.) - -------------------------------------------------------------------------------- 2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a) |X| (b) |_| - -------------------------------------------------------------------------------- 3 SEC USE ONLY - -------------------------------------------------------------------------------- 4 SOURCE OF FUNDS WC - -------------------------------------------------------------------------------- 5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) OR 2(e) |_| - -------------------------------------------------------------------------------- 6 CITIZENSHIP OR PLACE OF ORGANIZATION Washington - -------------------------------------------------------------------------------- 7 SOLE VOTING POWER 129,309 common shares (1.8%) ----------------------------------------------------------------- NUMBER OF 8 SHARED VOTING POWER SHARES BENEFICIALLY 0 OWNED BY ----------------------------------------------------------------- EACH 9 SOLE DISPOSITIVE POWER REPORTING PERSON 129,309 WITH ----------------------------------------------------------------- 10 SHARED DISPOSITIVE POWER 0 - -------------------------------------------------------------------------------- 11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 1,071,130 shares (15.0%) - -------------------------------------------------------------------------------- 12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES* |_| - -------------------------------------------------------------------------------- 13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 15.0% - -------------------------------------------------------------------------------- 14 TYPE OF REPORTING PERSON* PN - -------------------------------------------------------------------------------- 5 - -------------------------------------------------------------------------------- 1 NAME OF REPORTING PERSON S.S. OR I.R.S. IDENTIFICATION NOS. OF ABOVE PERSON The D3 Family Bulldog Fund, L.P. (David Nierenberg is president of the General Partner, which is Nierenberg Investment Management Company.) - -------------------------------------------------------------------------------- 2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a) |X| (b) |_| - -------------------------------------------------------------------------------- 3 SEC USE ONLY - -------------------------------------------------------------------------------- 4 SOURCE OF FUNDS WC - -------------------------------------------------------------------------------- 5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) OR 2(e) |_| - -------------------------------------------------------------------------------- 6 CITIZENSHIP OR PLACE OF ORGANIZATION Washington - -------------------------------------------------------------------------------- 7 SOLE VOTING POWER 73,175 common shares (1.0%) ----------------------------------------------------------------- NUMBER OF 8 SHARED VOTING POWER SHARES BENEFICIALLY 0 OWNED BY ----------------------------------------------------------------- EACH 9 SOLE DISPOSITIVE POWER REPORTING PERSON 73,175 WITH ----------------------------------------------------------------- 10 SHARED DISPOSITIVE POWER 0 - -------------------------------------------------------------------------------- 11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 1,071,130 shares (15.0%) - -------------------------------------------------------------------------------- 12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES* |_| - -------------------------------------------------------------------------------- 13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 15.0% - -------------------------------------------------------------------------------- 14 TYPE OF REPORTING PERSON* PN - -------------------------------------------------------------------------------- 6 Item 1. Security and Issuer. Common stock of Pediatric Services of America, Inc. (PSAI) 310 Technology Parkway, Norcross GA 30092-2929 Item 2. Identity and Background. The D3 Family Fund, L.P. is a Washington State limited partnership, whose principal business is investing in the equities of public micro-cap issuers. Located at 19605 N.E. 8th St., Camas, Washington 98607. No convictions or administrative proceedings as described in 2 (d) and (e). Item 3. Source and Amount of Funds or Other Consideration Source of funds is money invested in the partnership by its partners. Item 4. Purpose of Transaction As we had predicted in our prior filings, we continued making open market purchases of PSAI right up to the company's poison pill limit of 15% of the issued and outstanding shares. If we could buy more we would. Our increased investment is predicated on three theses: 1) We believe that PSAI's board of directors has made a good choice in selecting Dan Kohl to succeed Joe Sansone as the company's CEO. Kohl has substantial experience in all three of PSAI's businesses, a track record of making decisions which preserve and build shareholder value, the leadership skills and stamina to perform well in a demanding position, and strong motivation to succeed. 2) PSAI's board and management have repeatedly signaled the Street in recent press releases and in their December 14 conference call about their willingness to make significant changes in the company's strategic focus. For some time we have wanted PSAI to sharpen its focus on its very best opportunities, being convinced that improved profitability, growth, and execution usually follow such a decision. We look forward to the creation of shareholder value which should result and believe that this value could be quite substantial relative to the current share price. 3) The reimbursement climate, though complex and hard to forecast, looks better to us than it had. Changes in federal reimbursement for pharmacy, oxygen therapy, and equipment rental are not as draconian as had been feared. At the state level, most states are enjoying significant improvement in their fiscal health. While the federal government may pressure Medicaid reimbursement levels and practices, Governors, regardless of party or ideology, are mobilizing to protect their constituents. This subject was well covered in a Sunday New York Times front page story on December 26, 2004. For all of these reasons we believe that PSAI's current share price is significantly undervalued. 7 Item 5. Interest in Securities of the Issuer. (a,b) D3 Family Fund, L.P. owns and has sole voting and dispositive power over 619,090 common shares of PSAI. (c) Date Shares Bought Price ---- ------------- ----- 12/14/04 5,900 10.68 12/21/04 7,900 11.12 12/22/04 1,700 11.07 12/23/04 600 11.21 12/27/04 77,225 11.15 (d) N/A (e) N/A Item 6. Contracts, Arrangements, Understandings or Relationships with Respect to Securities of the Issuer. N/A Item 7. Material to be Filed as Exhibits N/A SIGNATURE After reasonable inquiry and to the best of my knowledge and belief, each of the undersigned certifies that the information set forth in the Statement is true, complete and correct. December 27, 2004 /s/ DAVID NIERENBERG --------------- ----------------------------------- President Nierenberg Investment Management Company, Inc., the General Partner of The D3 Family Fund, L.P. 8 Item 1. Security and Issuer. Common stock of Pediatric Services of America, Inc. (PSAI) 310 Technology Parkway, Norcross GA 30092-2929 Item 2. Identity and Background. The D3 Family Retirement Fund, L.P. is a Washington State limited partnership, whose principal Business is investing in the equities of public micro-cap issuers. Located at 19605 N.E. 8th St., Camas, Washington 98607. No convictions or administrative proceedings as described in 2 (d) and (e). Item 3. Source and Amount of Funds or Other Consideration Source of funds is money invested in the partnership by its partners. Item 4. Purpose of Transaction As we had predicted in our prior filings, we continued making open market purchases of PSAI right up to the company's poison pill limit of 15% of the issued and outstanding shares. If we could buy more we would. Our increased investment is predicated on three theses: 1) We believe that PSAI's board of directors has made a good choice in selecting Dan Kohl to succeed Joe Sansone as the company's CEO. Kohl has substantial experience in all three of PSAI's businesses, a track record of making decisions which preserve and build shareholder value, the leadership skills and stamina to perform well in a demanding position, and strong motivation to succeed. 2) PSAI's board and management have repeatedly signaled the Street in recent press releases and in their December 14 conference call about their willingness to make significant changes in the company's strategic focus. For some time we have wanted PSAI to sharpen its focus on its very best opportunities, being convinced that improved profitability, growth, and execution usually follow such a decision. We look forward to the creation of shareholder value which should result and believe that this value could be quite substantial relative to the current share price. 3) The reimbursement climate, though complex and hard to forecast, looks better to us than it had. Changes in federal reimbursement for pharmacy, oxygen therapy, and equipment rental are not as draconian as had been feared. At the state level, most states are enjoying significant improvement in their fiscal health. While the federal government may pressure Medicaid reimbursement levels and practices, Governors, regardless of party or ideology, are mobilizing to protect their constituents. This subject was well covered in a Sunday New York Times front page story on December 26, 2004. For all of these reasons we believe that PSAI's current share price is significantly undervalued. 9 Item 5. Interest in Securities of the Issuer. (a,b) The D3 Family Retirement Fund, L.P. owns and has sole voting and dispositive power over 206,049 common shares of PSAI. (c) Date Shares Bought Price ---- ------------- ----- 12/14/04 7,800 10.68 12/21/04 3,800 11.13 12/22/04 1,000 11.08 12/27/04 24,625 11.15 (d) N/A (e) N/A Item 6. Contracts, Arrangements, Understandings or Relationships with Respect to Securities of the Issuer. N/A Item 7. Material to be Filed as Exhibits N/A Signature After reasonable inquiry and to the best of my knowledge and belief, I certify that the information set forth in this statement is true, complete and correct. December 27, 2004 /s/ DAVID NIERENBERG - -------------------- ----------------------------------------- Date David Nierenberg President Nierenberg Investment Management Company, Inc., the General Partner of the D3 Family Retirement Fund, L.P. 10 Item 1. Security and Issuer. Common stock of Pediatric Services of America, Inc. (PSAI) 310 Technology Parkway, Norcross GA 30092-2929 Item 2. Identity and Background. The D3 Children's Fund, L.P. is a Washington State limited partnership, whose principal business is investing in the equities of public micro-cap issuers. Located at 19605 N.E. 8th St., Camas, Washington 98607. No convictions or administrative proceedings as described in 2 (d) and (e). Item 3. Source and Amount of Funds or Other Consideration Source of funds is money invested in the partnership by its partners. Item 4. Purpose of Transaction As we had predicted in our prior filings, we continued making open market purchases of PSAI right up to the company's poison pill limit of 15% of the issued and outstanding shares. If we could buy more we would. Our increased investment is predicated on three theses: 1) We believe that PSAI's board of directors has made a good choice in selecting Dan Kohl to succeed Joe Sansone as the company's CEO. Kohl has substantial experience in all three of PSAI's businesses, a track record of making decisions which preserve and build shareholder value, the leadership skills and stamina to perform well in a demanding position, and strong motivation to succeed. 2) PSAI's board and management have repeatedly signaled the Street in recent press releases and in their December 14 conference call about their willingness to make significant changes in the company's strategic focus. For some time we have wanted PSAI to sharpen its focus on its very best opportunities, being convinced that improved profitability, growth, and execution usually follow such a decision. We look forward to the creation of shareholder value which should result and believe that this value could be quite substantial relative to the current share price. 3) The reimbursement climate, though complex and hard to forecast, looks better to us than it had. Changes in federal reimbursement for pharmacy, oxygen therapy, and equipment rental are not as draconian as had been feared. At the state level, most states are enjoying significant improvement in their fiscal health. While the federal government may pressure Medicaid reimbursement levels and practices, Governors, regardless of party or ideology, are mobilizing to protect their constituents. This subject was well covered in a Sunday New York Times front page story on December 26, 2004. For all of these reasons we believe that PSAI's current share price is significantly undervalued. 11 Item 5. Interest in Securities of the Issuer. (a,b) The D3 Children's Fund, L.P. owns and has sole voting and dispositive power over 43,507 common shares of PSAI. (c) N/A (d) N/A (e) N/A Item 6. Contracts, Arrangements, Understandings or Relationships with Respect to Securities of the Issuer. N/A Item 7. Material to be Filed as Exhibits N/A Signature After reasonable inquiry and to the best of my knowledge and belief, I certify that the information set forth in this statement is true, complete and correct. December 27, 2004 /s/ DAVID NIERENBERG - -------------------- ----------------------------------------- Date David Nierenberg President Nierenberg Investment Management Company, Inc., the General Partner of the D3 Children's Fund L.P. 12 Item 1. Security and Issuer. Common stock of Pediatric Services of America, Inc. (PSAI) 310 Technology Parkway, Norcross GA 30092-2929 Item 2. Identity and Background. The D3 Offshore Fund, L.P. is a Washington State limited partnership, whose principal Business is investing in the equities of public micro-cap issuers. Located at 19605 N.E. 8th St., Camas, Washington 98607. No convictions or administrative proceedings as described in 2 (d) and (e). Item 3. Source and Amount of Funds or Other Consideration Source of funds is money invested in the partnership by its partners. Item 4. Purpose of Transaction As we had predicted in our prior filings, we continued making open market purchases of PSAI right up to the company's poison pill limit of 15% of the issued and outstanding shares. If we could buy more we would. Our increased investment is predicated on three theses: 1) We believe that PSAI's board of directors has made a good choice in selecting Dan Kohl to succeed Joe Sansone as the company's CEO. Kohl has substantial experience in all three of PSAI's businesses, a track record of making decisions which preserve and build shareholder value, the leadership skills and stamina to perform well in a demanding position, and strong motivation to succeed. 2) PSAI's board and management have repeatedly signaled the Street in recent press releases and in their December 14 conference call about their willingness to make significant changes in the company's strategic focus. For some time we have wanted PSAI to sharpen its focus on its very best opportunities, being convinced that improved profitability, growth, and execution usually follow such a decision. We look forward to the creation of shareholder value which should result and believe that this value could be quite substantial relative to the current share price. 3) The reimbursement climate, though complex and hard to forecast, looks better to us than it had. Changes in federal reimbursement for pharmacy, oxygen therapy, and equipment rental are not as draconian as had been feared. At the state level, most states are enjoying significant improvement in their fiscal health. While the federal government may pressure Medicaid reimbursement levels and practices, Governors, regardless of party or ideology, are mobilizing to protect their constituents. This subject was well covered in a Sunday New York Times front page story on December 26, 2004. For all of these reasons we believe that PSAI's current share price is significantly undervalued. 13 Item 5. Interest in Securities of the Issuer. (a,b) The D3 Offshore Fund, L.P. owns and has sole voting and dispositive power over 129,309 common shares of PSAI. (c) Date Shares Bought Price ---- ------------- ----- 11/08/04 7,700 8.53 11/09/04 5,600 8.54 11/10/04 3,500 8.55 11/22/04 8,000 10.00 12/14/04 22,800 10.67 12/21/04 2,600 11.13 12/27/04 16,575 11.15 (d) N/A (e) N/A Item 6. Contracts, Arrangements, Understandings or Relationships with Respect to Securities of the Issuer. N/A Item 7. Material to be Filed as Exhibits N/A Signature After reasonable inquiry and to the best of my knowledge and belief, I certify that the information set forth in this statement is true, complete and correct. December 27, 2004 /s/ DAVID NIERENBERG - -------------------- ----------------------------------------- Date David Nierenberg President Nierenberg Investment Management Company, Inc., the General Partner of the D3 Offshore Fund, L.P. 14 Item 1. Security and Issuer. Common stock of Pediatric Services of America, Inc. (PSAI) 310 Technology Parkway, Norcross GA 30092-2929 Item 2. Identity and Background. The D3 Family Bulldog Fund, L.P. is a Washington State limited partnership, whose principal Business is investing in the equities of public micro-cap issuers. Located at 19605 N.E. 8th St., Camas, Washington 98607. No convictions or administrative proceedings as described in 2 (d) and (e). Item 3. Source and Amount of Funds or Other Consideration Source of funds is money invested in the partnership by its partners. Item 4. Purpose of Transaction As we had predicted in our prior filings, we continued making open market purchases of PSAI right up to the company's poison pill limit of 15% of the issued and outstanding shares. If we could buy more we would. Our increased investment is predicated on three theses: 1) We believe that PSAI's board of directors has made a good choice in selecting Dan Kohl to succeed Joe Sansone as the company's CEO. Kohl has substantial experience in all three of PSAI's businesses, a track record of making decisions which preserve and build shareholder value, the leadership skills and stamina to perform well in a demanding position, and strong motivation to succeed. 2) PSAI's board and management have repeatedly signaled the Street in recent press releases and in their December 14 conference call about their willingness to make significant changes in the company's strategic focus. For some time we have wanted PSAI to sharpen its focus on its very best opportunities, being convinced that improved profitability, growth, and execution usually follow such a decision. We look forward to the creation of shareholder value which should result and believe that this value could be quite substantial relative to the current share price. 3) The reimbursement climate, though complex and hard to forecast, looks better to us than it had. Changes in federal reimbursement for pharmacy, oxygen therapy, and equipment rental are not as draconian as had been feared. At the state level, most states are enjoying significant improvement in their fiscal health. While the federal government may pressure Medicaid reimbursement levels and practices, Governors, regardless of party or ideology, are mobilizing to protect their constituents. This subject was well covered in a Sunday New York Times front page story on December 26, 2004. For all of these reasons we believe that PSAI's current share price is significantly undervalued. 15 Item 5. Interest in Securities of the Issuer. (a,b) The D3 Family Bulldog Fund, L.P. owns and has sole voting and dispositive power over 73,175 common shares of PSAI. (c) Date Shares Bought Price ---- ------------- ----- 11/08/04 6,000 8.53 11/09/04 4,500 8.55 11/10/04 2,500 8.55 11/22/04 8,000 10.00 12/14/04 17,800 10.67 12/21/04 1,700 11.13 12/27/04 9,675 11.15 (d) N/A (e) N/A Item 6. Contracts, Arrangements, Understandings or Relationships with Respect to Securities of the Issuer. N/A Item 7. Material to be Filed as Exhibits N/A Signature After reasonable inquiry and to the best of my knowledge and belief, I certify that the information set forth in this statement is true, complete and correct. December 27, 2004 /s/ DAVID NIERENBERG - -------------------- ----------------------------------------- Date David Nierenberg President Nierenberg Investment Management Company, Inc., the General Partner of the D3 Family Bulldog Fund, L.P. 16 -----END PRIVACY-ENHANCED MESSAGE-----