-----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, Szzgl50J9ycxO08PtaUjI8H2U8qriKrn0NrKC3F94YfFLalxGzfMaYAwv0UKZA+6 mW9EIoMC4qcsD7BMYZY3Ng== 0000904454-99-000092.txt : 19990504 0000904454-99-000092.hdr.sgml : 19990504 ACCESSION NUMBER: 0000904454-99-000092 CONFORMED SUBMISSION TYPE: SC 13D/A PUBLIC DOCUMENT COUNT: 1 FILED AS OF DATE: 19990503 SUBJECT COMPANY: COMPANY DATA: COMPANY CONFORMED NAME: MEDQUIST INC CENTRAL INDEX KEY: 0000884497 STANDARD INDUSTRIAL CLASSIFICATION: SERVICES-COMPUTER PROCESSING & DATA PREPARATION [7374] IRS NUMBER: 222531298 STATE OF INCORPORATION: NJ FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: SC 13D/A SEC ACT: SEC FILE NUMBER: 005-42936 FILM NUMBER: 99609103 BUSINESS ADDRESS: STREET 1: FIVE GREENTREE CENTRE STE 311 STREET 2: STATE HIGHWAY 73 N CITY: MARLTON STATE: NJ ZIP: 08053 BUSINESS PHONE: 6095968877 MAIL ADDRESS: STREET 1: 5 GREENTREE CENTRE SUITE 311 STREET 2: ATTN BRUCE VAN FOSSEN CITY: MARLTON STATE: NJ ZIP: 08053 FILED BY: COMPANY DATA: COMPANY CONFORMED NAME: WELSH CARSON ANDERSON & STOWE VI LP CENTRAL INDEX KEY: 0001006742 STANDARD INDUSTRIAL CLASSIFICATION: [] STATE OF INCORPORATION: DE FILING VALUES: FORM TYPE: SC 13D/A BUSINESS ADDRESS: STREET 1: 32O PARK AVENUE STREET 2: SUITE 2500 CITY: NEW YORK STATE: NY ZIP: 10022 MAIL ADDRESS: STREET 1: 320 PARK AVENUE STREET 2: SUITE 2500 CITY: NEW YORK STATE: NY ZIP: 10022 SC 13D/A 1 SC 13D/A CUSIP NO. 584949 10 1 Page 1 of 6 Pages SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13D (Rule 13d-101) INFORMATION TO BE INCLUDED IN STATEMENTS FILED PURSUANT TO RULE 13d-1(a) AND AMENDMENTS THERETO FILED PURSUANT TO RULE 13d-2(a) (Amendment No.1)FN[1] MedQuist Inc. (Name of Issuer) Common Stock, no par value (Title of Class of Securities) 584949 10 1 (CUSIP Number) Welsh, Carson, Anderson William J. Hewitt, Esq. & Stowe VI, L.P, Reboul, MacMurray, Hewitt, 320 Park Avenue, Suite 2500 Maynard & Kristol New York, New York 10022 45 Rockefeller Plaza Attention: Laura VanBuren New York, New York 10111 Tel. (212) 893-9500 Tel. (212) 841-5700 (Name, Address and Telephone Number of Person Authorized to Receive Notices and Communications) April 27, 1999 (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(e), 13d-1(f) or 13d-1(g), check the following box [ ]. - ----------------- FN[1] The remainder of this cover page shall be filled out for a reporting person's initial filing on this form with respect to the subject class of securites, and for any subsequent amendment containing information which would alter disclosures provided in a prior cover page. The information required on the remainder of this cover page shall not be deemed to be "filed" for the purpose of Section 18 of the Securities Exchange Act of 1934 or otherwise subject to the liabilities of that section of the Act but shall be subject to all other provisions of the Act. CUSIP NO. 584949 10 1 Page 2 of 6 Pages 1) Name of Reporting Person Welsh, Carson, Ander- I.R.S. Identification son & Stowe VI, L.P. No. of Above Person (Entities Only) 2) Check the Appropriate Box (a) [X] if a Member of a Group (b) [ ] 3) SEC Use Only 4) Source of Funds Not Applicable 5) Check if Disclosure of Legal Proceedings Is Not Applicable Required Pursuant to Items 2(d) or 2(e) 6) Citizenship or Place of Organization Delaware Number of 7) Sole Voting 1,775,880 shares of Shares Beneficially Power Common Stock, no par Owned by Each value ("Common Person With Stock") 8) Shared Voting Power -0- 9) Sole Disposi- 1,775,880 shares of tive Power Common Stock 10) Shared Dis- positive Power -0- 11) Aggregate Amount Beneficially 1,775,880 shares of Owned by Each Reporting Person Common Stock 12) Check if the Aggregate Amount in Row (11) Excludes Certain Shares 13) Percent of Class Represented by 5.1% Amount in Row (11) 14) Type of Reporting Person PN CUSIP NO. 584949 10 1 Page 3 of 6 Pages 1) Name of Reporting Person WCAS Healthcare I.R.S. Identification Partners, L.P. No. of Above Person (Entities Only) 2) Check the Appropriate Box (a) [X] if a Member of a Group (b) [ ] 3) SEC Use Only 4) Source of Funds Not Applicable 5) Check if Disclosure of Legal Proceedings Is Not Applicable Required Pursuant to Items 2(d) or 2(e) 6) Citizenship or Place of Organization Delaware Number of 7) Sole Voting 38,880 shares of Shares Beneficially Power Common Stock Owned by Each Reporting Person With 8) Shared Voting Power -0- 9) Sole Disposi- 38,880 shares of tive Power Common Stock 10) Shared Dis- positive Power -0- 11) Aggregate Amount Beneficially 38,880 shares of Owned by Each Reporting Person Common Stock 12) Check if the Aggregate Amount in Row (11) Excludes Certain Shares 13) Percent of Class Represented by 0.1% Amount in Row (11) 14) Type of Reporting Person PN CUSIP NO. 584949 10 1 Page 4 of 6 Pages Amendment No. 1 to Schedule 13D Reference is hereby made to the statement on Schedule 13D originally filed with the Securities and Exchange Commission (the "SEC") on December 11, 1998 (the "Schedule 13D"). Terms defined in the Schedule 13D are used herein as so defined. The Schedule 13D is hereby amended as follows: Item 2. Identity and Background. Item 2 is hereby amended by removing the name of Richard H. Stowe as a general partner of VI Partners. Item 5. Interest in Securities of the Issuer. Item 5 is hereby amended and restated to read in its entirety as follows: The following information is based on a total of 34,972,150 shares of Common Stock outstanding after the completion of the Issuer's secondary public offering of Common Stock pursuant to a Registration Statement on Form S-3 filed with the SEC on March 25, 1999 and declared effective on April 27, 1999 (the "Offering"). (a) WCAS VI and VI Partners WCAS VI owns 1,775,880 shares of Common Stock, or approximately 5.1% of the Common Stock outstanding. VI Partners, as the general partner of WCAS VI, may be deemed to beneficially own the securities owned by WCAS VI. WCAS HP and HP Partners WCAS HP owns 38,880 shares of Common Stock, or approximately 0.1% of the Common Stock outstanding. HP Partners, as the general partner of WCAS HP, may be deemed to beneficially own the securities owned by WCAS HP. General Partners of VII Partners and HP Partners (i)Patrick J. Welsh owns 19,469 shares of Common Stock, or less than 0.1% of the Common Stock outstanding. (ii) Russell L. Carson owns 19,469 shares of Common CUSIP NO. 584949 10 1 Page 5 of 6 Pages Stock, or less than 0.1% of the Common Stock outstanding. (iii) Bruce K. Anderson owns 18,963 shares of Common Stock, or less than 0.1% of the Common Stock outstanding. (iv) Andrew M. Paul owns 3,917 shares of Common Stock, or less than 0.1% of the Common Stock outstanding. (v) Thomas E. McInerney owns 2,956 shares of Common Stock, or less than 0.1% of the Common Stock outstanding. (vi) Laura VanBuren owns 377 shares of Common Stock, or less than 0.1% of the Common Stock outstanding. (b) The general partners of each of VI Partners and HP Partners may be deemed to share the power to vote or direct the voting of and to dispose or direct the disposition of the Common Stock owned by WCAS VI and WCAS HP, respectively. Each of the general partners of VI Partners and HP Partners disclaims beneficial ownership of all shares of Common Stock other than the shares he or she owns directly or by virtue of his or her indirect pro rata interest, as a partner of VI Partners and/or HP Partners, as the case may be, in the shares owned by WCAS VI and/or WCAS HP. (c) On April 27, 1999 WCAS VI sold 1,500,000 shares of Common Stock as a selling stockholder in the Offering, for $32.115 per share. (d) Except as described in this statement, no person has the power to direct the receipt of dividends on or the proceeds of sales of the shares owned by WCAS VI or WCAS HP. (e) Not Applicable. CUSIP NO. 584949 10 1 Page 6 of 6 Pages 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. Dated: April 29, 1999 WELSH, CARSON, ANDERSON & STOWE VI, L.P. By: WCAS VI Partners, L.P., General Partner By: /s/ Rona Drogy Attorney-in-Fact WCAS HEALTHCARE PARTNERS, L.P. By: WCAS HP Partners, General Partner By: /s/ Rona Drogy Attorney-in-Fact -----END PRIVACY-ENHANCED MESSAGE-----