-----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, PirM8NvVBuProEH3gT7dCVwoBAUYpKmpy59NYfzGAidE911+vsNFnUlqDKHaCHr8 w0qE+aEng5GR7/eEMu2JCA== 0000950144-96-007946.txt : 19961115 0000950144-96-007946.hdr.sgml : 19961115 ACCESSION NUMBER: 0000950144-96-007946 CONFORMED SUBMISSION TYPE: SC 13G PUBLIC DOCUMENT COUNT: 1 FILED AS OF DATE: 19961113 SROS: NONE SUBJECT COMPANY: COMPANY DATA: COMPANY CONFORMED NAME: INFOMED HOLDINGS INC CENTRAL INDEX KEY: 0000896157 STANDARD INDUSTRIAL CLASSIFICATION: SERVICES-PREPACKAGED SOFTWARE [7372] IRS NUMBER: 223209241 STATE OF INCORPORATION: DE FISCAL YEAR END: 0630 FILING VALUES: FORM TYPE: SC 13G SEC ACT: 1934 Act SEC FILE NUMBER: 005-46961 FILM NUMBER: 96660251 BUSINESS ADDRESS: STREET 1: 1180 SW 36TH AVE CITY: POMPANO BEACH STATE: FL ZIP: 33069 BUSINESS PHONE: 9549740707 MAIL ADDRESS: STREET 1: 1180 SW 36TH AVE CITY: POMPANO BEACH STATE: FL ZIP: 33069 FILED BY: COMPANY DATA: COMPANY CONFORMED NAME: TRUST ESTABLISHED UNDER INFOMED HOLDINGS INC PROFIT SHARING CENTRAL INDEX KEY: 0001026848 STANDARD INDUSTRIAL CLASSIFICATION: [] FILING VALUES: FORM TYPE: SC 13G BUSINESS ADDRESS: STREET 1: ONE CENTER SQUARE STREET 2: 620 MARKET STREET SUITE 300 CITY: KNOXVILLE STATE: TN ZIP: 37902 SC 13G 1 INFOMED HOLDINGS, INC. 1 SECURITIES AND EXCHANGE COMMISSION WASHINGTON, DC 20549 ______________ SCHEDULE 13G Information Statement Pursuant to Rules 13d-1 and 13d-2 Under the Securities Exchange Act of 1934 INFOMED HOLDINGS, INC. (Name of Issuer) COMMON STOCK, $.001 PAR VALUE (Title of Class of Securities) 456658103 (CUSIP Number) ________________ (Continue on following pages) (Page 1 of 6 Pages) 2 - ----------------------------------------------------------------------------------------------------- CUSIP NO. 456658103 13G PAGE 2 OF 6 PAGES - ----------------------------------------------------------------------------------------------------- 1 NAME OF REPORTING PERSON S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON Trust established under the InfoMed Holdings, Inc. Profit Sharing Plan Social Security Number: - ----------------------------------------------------------------------------------------------------- 2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a) [ ] (b) [X] - ----------------------------------------------------------------------------------------------------- 3 SEC USE ONLY - ----------------------------------------------------------------------------------------------------- 4 CITIZENSHIP OR PLACE OF ORGANIZATION The agreement establishing the Trust is to be construed according to the laws of the State of Georgia to the extent such laws are not preempted by federal law. - ----------------------------------------------------------------------------------------------------- NUMBER OF 5 SOLE VOTING POWER 4,248,017 SHARES -------------------------------------------------------------- BENEFICIALLY 6 SHARED VOTING POWER 0 OWNED BY -------------------------------------------------------------- EACH 7 SOLE DISPOSITIVE POWER 4,248,017 REPORTING -------------------------------------------------------------- PERSON WITH 8 SHARED DISPOSITIVE POWER 0 - ----------------------------------------------------------------------------------------------------- 9 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 4,248,017 - ----------------------------------------------------------------------------------------------------- 10 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES [ ] - ----------------------------------------------------------------------------------------------------- 11 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9) 36.00% - ----------------------------------------------------------------------------------------------------- 12 TYPE OF REPORTING PERSON EP - -----------------------------------------------------------------------------------------------------
(Page 2 of 6 Pages) 3 STATEMENT CONTAINING INFORMATION REQUIRED BY SCHEDULE 13G This Schedule 13G is being filed as a result of the Issuer's Common Stock being acquired by the trust established under the Central Health Holding Company, Inc. Employee Stock Ownership Plan (the "ESOP") on October 8, 1996 in connection with a corporate merger under the terms of which the stock of Simione Central Holding, Inc., a Georgia corporation, (including the stock of Simione Central Holding, Inc. held by the trust established under the ESOP) was converted into stock of the Issuer. Thereafter, the ESOP was amended and re-named effective November 1, 1996 as the InfoMed Holdings, Inc. Profit Sharing Plan (collectively, the InfoMed Holdings, Inc. Profit Sharing Plan and the trust established thereunder (sometimes referred to herein as the "Trust") are referred to herein as the "Plan"). Item 1(a). Name of Issuer InfoMed Holdings, Inc., a Delaware corporation (the "Company"). Item 1(b). Address of Issuer's Principal Executive Offices The Company's principal executive offices are located at 6600 Powers Ferry Road, Atlanta, Georgia 30339. Item 2(a). Name of Person Filing The name of the person filing this statement is the Trust Company of Knoxville, Inc., not in its own capacity but solely in the capacity as trustee to the Trust. Item 2(b). Address of Principal Business The address of the plan sponsor of the Plan is InfoMed Holdings, Inc., 6600 Powers Ferry Road, Atlanta Georgia 30339. Pursuant to the terms of that certain Trustee Agreement dated October 8, 1996, the Trust Company of Knoxville, Inc. serves as trustee to the Trust ("Trustee"). The Trustee's address is One Centre Square, 620 Market Street, Suite 300 Knoxville, Tennessee 37902. Item 2(c). Citizenship The Trustee is a bank organized under the laws of the State of Tennessee. The agreement establishing the Trust is to be construed according to the laws of the State of Georgia to the extent such laws are not preempted by federal law. Item 2(d). Title of Class of Securities Common Stock, $.001 par value. (Page 3 of 6 Pages) 4 Item 2(e). CUSIP Number 456658103. Item 3. If this statement is filed pursuant to Rules 13d-1(b) or 13d-2(b), check whether the person filing is a: [ ] (a) Broker or dealer registered under Section 15 of the Act; [ ] (b) Bank, as defined in Section 3(a)(6) of the Act; [ ] (c) Insurance Company as defined in Section 3(a)(19) of the Act; [ ] (d) Investment Company registered under Section 8 of the Investment Company Act; [ ] (e) Investment Advisor registered under Section 203 of the Investment Advisers Act of 1940; [x] (f) Employee Benefit Plan, Pension Fund which is subject to the provisions of the Employee Retirement Income Security Act of 1974 or Endowment Fund; see Rule 13d-1(b)(1)(ii)(F); [ ] (g) Parent Holding Company, in accordance with Rule 13d-1(b)(ii)(G); or [ ] (h) Group, in accordance with Rule 13d-1(b)(1)(ii)(H). Item 4(a). Amount Beneficially Owned 4,248,017 Item 4(b). Percent of Class 36.00% Item 4(c). Number of Shares as to Which Such Person Has (i) Sole power to vote or to direct the vote 4,248,017 (ii) Shared power to vote or to direct the vote 0 (iii) Sole power to dispose or to direct the disposition of 4,248,017 (Page 4 of 6 Pages) 5 (iv) Shared power to dispose or to direct the disposition of 0 Item 5. Ownership of Five Percent or Less of a Class. Not applicable. Item 6. Ownership of More Than Five Percent on Behalf of Another Person Not applicable. The Plan is an employee benefit plan that is subject to the provisions of the Employee Retirement Income Security Act of 1974. In accordance with the instructions for the completion of this Schedule, a listing of beneficiaries of an employee benefit plan is not required. The amount of securities reported as beneficially owned consists of shares of the Issuer's Common Stock for which the Trustee serves as sole trustee. In its capacity, the Trustee exercises sole investment and voting control over 4,248,017 shares of the Issuer's Common Stock held by the Plan. Item 7. Identification and Classification of the Subsidiary Which Acquired the Security Being Reported on by the Parent Holding Company Not applicable. Item 8. Identification and Classification of Members of the Group Not applicable. Item 9. Notice of Dissolution of Group Not applicable. Item 10. Certification By signing below I certify that, to the best of my knowledge and belief, the securities referred to above were acquired in the ordinary course of business and were not acquired for the purpose of and do not have the effect of changing or influencing the control of the Issuer of such securities and were not acquired in connection with or as a participant in any transaction having such purpose or effect. (Page 5 of 6 Pages) 6 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: November 12, 1996 THE TRUST ESTABLISHED UNDER THE INFOMED HOLDINGS, INC. PROFIT SHARING PLAN BY: The Trust Company of Knoxville, Inc., not in its individual capacity but solely in its capacity as trustee to the Trust established under the InfoMed Holdings, Inc. Profit Sharing Plan. /s/ Steven C. Arnett ---------------------------- By: Steven C. Arnett Title: Senior Vice President
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