CUSIP No. 705324 10 1 Page 1 of 9 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. )[FN1]
Pediatrix Medical Group, Inc.
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(Name of Issuer)
Common Stock, $.01 par value
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(Title of Class of Securities)
705324 10 1
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(CUSIP Number)
Welsh, Carson, Anderson William J. Hewitt, Esq.
& Stowe Reboul, MacMurray, Hewitt,
320 Park Avenue, Suite 2500 Maynard & Kristol
New York, New York 10022 45 Rockefeller Plaza
Attention: Jonathan Rather New York, New York 10111
Tel. (212) 893-9500 Tel. (212) 841-5700
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(Name, Address and Telephone Number of Person
Authorized to Receive Notices and Communications)
May 15, 2001
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(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
[ ].
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[FN1]The remainder of this cover page shall be filled out for a reporting
person's initial filing on this form with respect to the subject class of
securities, and for any subsequent amendment containing information which would
alter 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. 705324 10 1 Page 2 of 9 Pages
1) Name of Reporting Person Welsh, Carson, Ander-
and I.R.S. Identification son & Stowe VII, L.P.
No. of Above Person, if
an Entity (Voluntary)
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2) Check the Appropriate Box (a) [X]
if a Member of a Group (b) [ ]
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3) SEC Use Only
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4) Source of Funds OO
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5) Check if Disclosure of
Legal Proceedings Is Not Applicable
Required Pursuant to
Items 2(d) or 2(e)
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6) Citizenship or Place
of Organization Delaware
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Number of 7) Sole Voting 3,073,888 shares of
Shares Beneficially Power Common Stock
Owned by Each
Reporting Person
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8) Shared Voting
Power -0-
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9) Sole Disposi- 3,073,888 shares of
tive Power Common Stock
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10) Shared Dis-
positive Power -0-
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11) Aggregate Amount Beneficially 3,073,888 shares of
Owned by Each Reporting Person Common Stock
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12) Check if the Aggregate
Amount in Row (11)
Excludes Certain Shares
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13) Percent of Class
Represented by 19.2%
Amount in Row (11)
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14) Type of Reporting
Person PN
CUSIP No. 705324 10 1 Page 3 of 9 Pages
1) Name of Reporting Person WCAS Healthcare
and I.R.S. Identification Partners, L.P.
No. of Above Person, if
an Entity (Voluntary)
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2) Check the Appropriate Box (a) [X]
if a Member of a Group (b) [ ]
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3) SEC Use Only
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4) Source of Funds OO
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5) Check if Disclosure of
Legal Proceedings Is Not Applicable
Required Pursuant to
Items 2(d) or 2(e)
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6) Citizenship or Place
of Organization Delaware
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Number of 7) Sole Voting 55,723 shares of
Shares Beneficially Power Common Stock
Owned by Each
Reporting Person
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8) Shared Voting
Power -0-
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9) Sole Disposi- 55,723 shares of
tive Power Common Stock
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10) Shared Dis-
positive Power -0-
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11) Aggregate Amount Beneficially 55,723 shares of
Owned by Each Reporting Person Common Stock
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12) Check if the Aggregate
Amount in Row (11)
Excludes Certain Shares
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13) Percent of Class
Represented by 0.4%
Amount in Row (11)
- -----------------------------------------------------------------------------
14) Type of Reporting
Person PN
CUSIP No. 705324 10 1 Page 4 of 9 Pages
Schedule 13D
Item 1. Security and Issuer.
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This statement relates to the Common Stock, $.01 par value (the
"Common Stock"), of Pediatrix Medical Group, Inc., a Florida corporation
("Pediatrix" or the "Issuer"). The principal executive offices of the Issuer are
located at 1301 Concord Terrace, Sunrise, Florida 33323.
Item 2. Identity and Background.
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(a) Pursuant to Rule 13d-1(k)(1)-(2) of Regulation 13D-G of the
General Rules and Regulations under the Securities Exchange Act of 1934, as
amended (the "Act"), the undersigned hereby file this statement on Schedule 13D
on behalf of Welsh, Carson, Anderson & Stowe VII, L.P., a Delaware limited
partnership ("WCAS VII"), and WCAS Healthcare Partners, L.P., a Delaware limited
partnership ("WCAS HP"). WCAS VII and WCAS HP are sometimes hereinafter referred
to as the "Reporting Persons". The Reporting Persons are making this single,
joint filing because they may be deemed to constitute a "group" within the
meaning of Section 13(d)(3) of the Act. The Agreement among the Reporting
Persons to file as a group (the "Group Agreement") is attached hereto as Exhibit
A.
WCAS VII
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(b)-(c) WCAS VII is a Delaware limited partnership. The principal
business of WCAS VII is that of a private investment partnership. The sole
general partner of WCAS VII is WCAS VII Partners, L.P., a Delaware limited
partnership ("VII Partners"). The principal business of VII Partners is that of
acting as the general partner of WCAS VII. The principal business and principal
office address of WCAS VII, VII Partners and the general partners of VII
Partners is 320 Park Avenue, Suite 2500, New York, New York 10022. The general
partners of VII Partners are citizens of the United States, and their respective
principal occupations with respect to WCAS VII are set forth below.
WCAS HP
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(b)-(c) WCAS HP is a Delaware limited partnership. The principal
business of WCAS HIP is that of a private investment partnership. The sole
general partner of WCAS HP is WCAS HP Partners, a Delaware general partnership
("HP Partners"). The principal business of HP Partners is that of acting as the
general partner of WCAS HP. The principal business and principal office address
of WCAS HP, HP Partners and the general partners of HP Partners is 320 Park
Avenue, Suite 2500, New York, New York 10022. The general partners of HP
Partners are citizens of the United States, and their respective principal
occupations with respect to WCAS HP are set forth below.
Name Occupation
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Patrick J. Welsh General Partner, VII Partners and HP Partners
CUSIP No. 705324 10 1 Page 5 of 9 Pages
Russell L. Carson General Partner, VII Partners and HP Partners
Bruce K. Anderson General Partner, VII Partners
Thomas E. McInerney General Partner, VII Partners
Robert A. Minicucci General Partner, VII Partners
Anthony J. deNicola General Partner, VII Partners
Paul B. Queally General Partner, VII Partners
Lawrence B. Sorrel General Partner, VII Partners
Jonathan Rather General Partner, VII Partners
(d) None of the entities or persons identified in this Item 2 has,
during the last five years, been convicted in a criminal proceeding (excluding
traffic violations or similar misdemeanors).
(e) None of the entities or persons identified in this Item 2 has,
during the last five years, 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 and Other Consideration.
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This statement relates to the acquisition by the Reporting Persons of
an aggregate 3,129,611 shares of Common Stock pursuant to the terms of an
Agreement and Plan of Merger entered into on February 14, 2001 among the Issuer,
Infant Acquisition Corp., a Delaware corporation and wholly-owned subsidiary of
the Issuer ("Sub"), and Magella Healthcare Corporation, a Delaware corporation
("Magella") (the "Merger Agreement"). The Merger Agreement is incorporated
herein as Exhibit B hereto by reference to Exhibit 2.1 to the Issuer's Report on
Form 8-K dated February 14, 2001, as filed with the Securities and Exchange
Commission (the "Commission") on February 15, 2001 (the "Form 8-K"), and any
description thereof is qualified in its entirety by reference thereto. Effective
May 15, 2001, as provided in the Merger Agreement, Sub merged with and into
Magella, upon which the separate existence of Sub ceased, leaving Magella to
continue as the surviving corporation and a wholly-owned subsidiary of the
Issuer (the "Merger"). As a result of the Merger, holders of outstanding shares
of Magella common stock received one-thirteenth of a share of the Issuer's
Common Stock for each share of Magella common stock that they held, and holders
of outstanding shares of other classes or series of Magella stock received
one-thirteenth of a share of the Issuer's Common Stock for each share of Magella
common stock into which the shares of other Magella stock that they held were
convertible immediately prior to the effectiveness of the Merger. The Reporting
Persons and certain of the general partners of their respective general partners
were shareholders
CUSIP No. 705324 10 1 Page 6 of 9 Pages
of Magella, and acquired Common Stock in accordance with the terms of the
Merger. The Common Stock issued in the Merger was registered under the
Securities Act of 1933, as amended, pursuant to a Registration Statement on Form
S-4 filed with the Commission by the Issuer on March 16, 2001 and amended by
Amendment No. 1 thereto filed with the Commission by the Issuer on April 6,
2001.
Item 4. Purpose of Transaction.
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The purpose of the transaction described in Item 3 above was to effect
the acquisition of Magella by the Issuer.
Item 5. Interest in Securities of the Issuer.
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The following information is based on a total of approximately
16,000,000 shares of Common Stock outstanding after the completion of the
Merger:
(a)
WCAS VII and VII Partners
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WCAS VII owns 3,073,888 shares of Common Stock, or approximately 19.2%
of the Common Stock outstanding. VII Partners, as the general partner of WCAS
VII, may be deemed to beneficially own the securities owned by WCAS VII.
WCAS HP and HP Partners
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WCAS HP owns 55,723 shares of Common Stock, or approximately 0.4% 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
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(i) Patrick J. Welsh owns 23,892 shares of Common Stock, or
approximately 0.2% of the Common Stock outstanding.
(ii)Russell L. Carson owns 23,892 shares of Common Stock, or
approximately 0.2% of the Common Stock outstanding.
(iii) Bruce K. Anderson owns 23,892 shares of Common Stock, or
approximately 0.2% of the Common Stock outstanding.
(iv) Thomas E. McInerney owns 18,949 shares of Common Stock, or
approximately 0.1% of the Common Stock outstanding.
(v) Robert A. Minicucci owns 8,238 shares of Common Stock, or
less than 0.1% of the Common Stock outstanding.
(vi) Anthony J. deNicola owns 2,471 shares of Common Stock, or less
than 0.1% of the Common Stock outstanding.
CUSIP No. 705324 10 1 Page 7 of 9 Pages
(vii) Paul B. Queally owns 4,943 shares of Common Stock, or less than
0.1% of the Common Stock outstanding.
(viii) Lawrence B. Sorrel owns no shares of Common Stock.
(ix) Jonathan M. Rather owns no shares of Common Stock.
(b) The general partners of VII 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 VII and WCAS HP, respectively.
Each of the general partners of VII Partners and HP Partners disclaims
beneficial ownership of shares of Common Stock other than those he owns directly
or by virtue of his or her indirect pro rata interest, as a general partner of
VII Partners and/or HP Partners, as the case may be, in the securities owned by
WCAS VII and/or WCAS HP.
(c) Except as described in this statement, none of the entities or
persons named in Item 2 has effected any transaction in the securities of the
Issuer in the past 60 days.
(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 of
Common Stock owned by WCAS VII or WCAS HP.
(e) Not Applicable.
Item 6. Contracts, Arrangements, Understandings or
Relationships with Respect to Securities
of the Issuer.
------------------------------------------
As a condition to the Merger Agreement, the Reporting Persons and
certain of the general partners of their respective general partners
(collectively, the "WCAS Parties") entered into a Standstill and Registration
Rights Agreement with the Issuer (the "Standstill and Registration Rights
Agreement") pursuant to which they agreed, among other things, not to dispose of
any Common Stock or other voting securities of the Issuer for ninety days
beginning on the closing date of the Merger, and beginning immediately after
such period until the later of the first anniversary of the closing and the
termination of the shelf registration contemplated by the Standstill and
Registration Rights Agreement not to dispose of more than a limited number of
shares, as described in the Standstill and Registration Rights Agreement. Also
pursuant to the Standstill and Registration Rights Agreement the Issuer has
agreed to grant certain registration rights with respect to certain securities
held by the parties thereto. The Form of Standstill and Registration Rights
Agreement is Exhibit B to the Merger Agreement, and any description thereof is
qualified in its entirety by reference thereto.
Item 7. Material to Be Filed as Exhibits.
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Exhibit A - Group Agreement (Appears at Page 9)
Exhibit B - Merger Agreement (Incorporated by Reference to Exhibit 2.1
to the Form 8-K)
CUSIP No. 705324 10 1 Page 8 of 9 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.
WELSH, CARSON, ANDERSON & STOWE VII, L.P.
By: WCAS VII Partners, L.P.,
General Partner
By: /s/ Jonathan Rather
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General Partner
WCAS HEALTHCARE PARTNERS, L.P.
By: WCAS HP Partners, General Partner
By: /s/ Jonathan Rather
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Attorney-in-Fact
Dated: May 17, 2001
CUSIP No. 641881107 Page 9 of 9 Pages
EXHIBIT A
AGREEMENT OF
WELSH, CARSON, ANDERSON & STOWE VII, L.P.,
AND WCAS HEALTHCARE PARTNERS, L.P.
PURSUANT TO RULE 13d-1(k)
The undersigned hereby agree that the statement on Schedule 13D to
which this Agreement is annexed as Exhibit A is filed on behalf of each of them
in accordance with the provisions of Rule 13d-1(k) under the Securities Exchange
Act of 1934, as amended.
WELSH, CARSON, ANDERSON & STOWE VII, L.P.
By: WCAS VII Partners, L.P.,
General Partner
By: /s/ Jonathan Rather
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General Partner
WCAS HEALTHCARE PARTNERS, L.P.
By: WCAS HP Partners, General Partner
By: /s/ Jonathan Rather
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Attorney-in-Fact
Dated: May 17, 2001