SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, DC 20549
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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 )(1)
Per-Se Technologies, Inc.
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(Name of Issuer)
Common Stock, $0.01 par value
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(Title of Class of Securities)
584028104
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(CUSIP Number)
Peter Woodward c/o Regan Partners, L.P.
32 East 57th Street, 20th Floor
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(Name, Address and Telephone Number of Person
Authorized to Receive Notices and Communications)
April 25, 2003
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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 that 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 [_].
Note: Schedules filed in paper format shall include a signed original
and five copies of the schedule, including all exhibits. See Rule 13d-7 for
other parties to whom copies are to be sent.
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(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
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 (however, see the
Notes).
CUSIP No. 584028104
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1. NAME OF REPORTING PERSONS
I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY)
Regan Partners, L.P.
2. CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP*
(a) [_]
(b) [x]
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
New Jersey
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON
7. SOLE VOTING POWER
0
8. SHARED VOTING POWER
2,025,200
9. SOLE DISPOSITIVE POWER
0
10. SHARED DISPOSITIVE POWER
2,025,200
11. AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
2,025,200
12. CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES*
13. PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
6.71%
14. TYPE OF REPORTING PERSON*
PN
*SEE INSTRUCTIONS BEFORE FILLING OUT!
CUSIP No. 584028104
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1. NAME OF REPORTING PERSONS
I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY)
Basil P. Regan
2. CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP*
(a) [_]
(b) [x]
3. SEC USE ONLY
4. SOURCE OF FUNDS*
WC, AF, PF
5. CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED
PURSUANT TO ITEMS 2(d) OR 2(e) [_]
6. CITIZENSHIP OR PLACE OF ORGANIZATION
United States of America
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON
7. SOLE VOTING POWER
314,001
8. SHARED VOTING POWER
3,565,533
9. SOLE DISPOSITIVE POWER
314,001
10. SHARED DISPOSITIVE POWER
3,565,533
11. AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
3,879,534
12. CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES*
13. PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
12.46%
14. TYPE OF REPORTING PERSON*
IN
*SEE INSTRUCTIONS BEFORE FILLING OUT!
CUSIP No. 584028104
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Item 1. Security and Issuer.
The title of the class of equity securities to which this statement relates
is: Common Stock, $.01 par value, in Per-Se Technologies, Inc.
The name and address of the principal executive and business office of the
Issuer is:
Per-Se Technologies, Inc.
2840 Mt. Wilkinson Parkway
Suite 300
Atlanta, Georgia 30339
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Item 2. Identity and Background.
(a)-(f)
This statement is being filed on behalf of the Reporting Persons. Mr. Regan
is the general partner of Regan Partners, L.P., a New Jersey limited partnership
(the "Partnership"), and is the principal of Regan Fund Management Ltd., a New
York corporation. Regan Fund Management Ltd. is the investment manager of Regan
International Fund Limited, a British Virgin Islands Corporation (the
"International Fund"), and has investment discretion over certain managed
accounts, two of which hold Shares of the Issuer (the "managed accounts").
The Reporting Person has not, during the last five years, been convicted in
a criminal proceeding (excluding traffic violations or similar misdemeanors).
The Reporting Person has not, during the last five years, been a party to a
civil proceeding of a judicial or administrative body of competent jurisdiction
which resulted in 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 violations with respect to such laws.
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Item 3. Source and Amount of Funds or Other Consideration.
As of the date hereof, the Partnership owns 2,025,200 Shares; and Basil P.
Regan is deemed to beneficially own 3,879,534 Shares.
All of the Shares were purchased in open market transactions by the
Reporting Persons.
The funds for the purchase of the Shares held in the Partnership have come
from the working capital of the Reporting Persons, affiliates and personal
fuinds. No funds were borrowed to purchase any of the Shares.
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Item 4. Purpose of Transaction.
(a-j) The Shares held by the Reporting Persons were acquired for, and are being
held for, investment purposes on the Reporting Persons' behalf. The disposals of
the Shares were made in the ordinary course of the Reporting Persons' business
or investment activities, as the case may be.
This filing is being made to report the fact that the Reporting Persons
have disposed of greater than 1% of the outstanding Shares of the Issuer.
In an effort to protect their investment, as well as to maximize
shareholder value, the Reporting Persons may acquire additional Shares, dispose
of all or some of these Shares from time to time, in each case in open market or
private transactions, block sales or purchases or otherwise, or may continue to
hold the Shares, depending on business and market conditions, its continuing
evaluation of the business and prospects of the Issuer and other factors.
Although they have no concrete plans to do so, the Reporting Persons may
also engage in and may plan for their engagement in:
(1) the acquisition of additional Shares of the Issuer, or the
disposition of Shares of the Issuer;
(2) an extraordinary corporate transaction, such as a merger,
reorganization or liquidation, involving the Issuer;
(3) a sale or transfer of a material amount of assets of the Issuer;
(4) any change in the present board of directors or management of the
Issuer, including any plans or proposals to change the number or
term of directors or to fill any existing vacancies on the board;
(5) any material change in the present capitalization or dividend
policy of the Issuer;
(6) any other material change in the Issuer's business or corporate
structure;
(7) changes in the Issuer's charter, by-laws or instruments
corresponding thereto or other actions which may impede the
acquisition of control of the Issuer by any person;
(8) causing a class of securities of the Issuer to be delisted from a
national securities exchange or to cease to be authorized to be
quoted on an inter-dealer quotation system of a registered
national securities association;
(9) a class of equity securities of the Issuer becoming eligible for
termination of registration pursuant to Section 12(g)(4) of the
Act; and/or
(10) any action similar to those enumerated above.
Any future decisions of the Reporting Persons to take any such actions with
respect to the Issuer or its securities will take into account various factors,
including the prospects of the Issuer, general market and economic conditions
and other factors deemed relevant.
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Item 5. Interest in Securities of the Issuer.
(a)-(e)
As of the date hereof, the Partnership owns 2,025,200 Shares and Mr. Regan
is deemed to be the beneficial owner of 3,879,534 Shares. Based on the Issuer's
filing on Form 10-Q on December 31, 2002, there were 30,181,291 Shares
outstanding. Therefore, the Partnership owns 6.71% and Mr. Regan is deemed to
beneficially own 12.46% of the outstanding Shares. The Reporting Persons have
the sole or shared power to vote, direct the vote, dispose of or direct the
disposition of all the Shares that they own or are deemed to beneficially own.
The Reporting Persons specifically disclaim beneficial ownership in the
Shares reported herein except to the extent of their pecuniary interest therein.
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Item 6. Contracts, Arrangements, Understandings or Relationships with Respect
to Securities of the Issuer.
The Reporting Persons do not have any contract, arrangement, understanding
or relationship with any person with respect to the Shares.
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Item 7. Material to be Filed as Exhibits.
1. An agreement relating to the filing of a joint statement as
required by Rule 13d-1(f) under the Securities Exchange Act of
1934 is filed herewith as Exhibit A.
2. A description of the transactions in the Shares that were
effected by the Reporting Person during the 60 days prior to
April 25, 2003 through August 21, 2003 is filed herewith as
Exhibit B.
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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.
REGAN PARTNERS, L.P.
By: /s/ Basil P. Regan
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Basil P. Regan, General Partner
BASIL P. REGAN
/s/ Basil P. Regan+
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Basil P. Regan
September 4, 2003
+The Reporting Person specifically disclaims beneficial ownership in the Shares
reported herein except to the extent of his pecuniary interest therein.
Attention. Intentional misstatements or omissions of fact constitute federal
criminal violations (see 18 U.S.C. 1001).
Exhibit A
AGREEMENT
The undersigned agree that this Schedule 13D dated September 4, 2003
relating to the Common Stock of Per-Se Technologies, Inc. shall be filed on
behalf of the undersigned.
REGAN PARTNERS, L.P.
By: /s/ Basil P. Regan
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Basil P. Regan, General Partner
BASIL P. REGAN
/s/ Basil P. Regan+
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Basil P. Regan
Exhibit B
Schedule of Transactions
Number of Shares
Date Price Per Share Purchased/(Sold)
12-16-02 $8.94 (2,000)
02-18-03 $8.05 (2,600)
04-25-03 $8.15 (50,000)
06-01-03 * (652,400)
07-30-03 $13.45 (21,000)
08-14-03 $14.95 (98,700)
08-18-03 $15.05 (50,000)
08-18-03 $15.14 (24,500)
08-18-03 $15.23 (8,000)
08-19-03 $15.24 (16,000)
08-21-03 $15.40 (2,000)
* Shares over which the Reporting Person no longer exercised investment
discretion pursuant to the termination of the Reporting Person's position as
investment adviser of said account by the owner of said account.
01394.0002 #425600