Compbenefits Corp, et al. – ‘SC 13E3/A’ on 4/8/99 re: Compbenefits Corp

As of:  Thursday, 4/8/99   ·   Accession #:  950144-99-4190   ·   File #:  5-45579

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Amendment to Tender-Offer Statement — Going-Private Transaction   —   Schedule 13E-3
Filing Table of Contents

Document/Exhibit                   Description                      Pages   Size 

 1: SC 13E3/A   Compdent Corporation                                  19     82K 
 2: EX-99.(C)(2)  Form of Stockholders Agreement                      25     88K 
 3: EX-99.(D)(3)  Preliminary Proxy Statement                        163    848K 

SC 13E3/A   —   Compdent Corporation
Document Table of Contents

SC 13E3/A
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SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
AMENDMENT NO. 3 TO

SCHEDULE 13E-3
RULE 13E-3 TRANSACTION STATEMENT
(PURSUANT TO SECTION 13(e) OF THE SECURITIES EXCHANGE ACT OF 1934)

COMPDENT CORPORATION
(Name of the Issuer)

TAGTCR ACQUISITION, INC.

TA ASSOCIATES, INC. 
TA/ADVENT VIII L.P. 
ADVENT ATLANTIC AND PACIFIC III L.P.
TA EXECUTIVES FUND LLC
TA INVESTORS LLC    
GOLDER, THOMA, CRESSEY, RAUNER, INC.
     GOLDER, THOMA, CRESSEY, RAUNER FUND V, L.P.
GTCR ASSOCIATES V 
NMS CAPITAL, L.P. 
EDWARD J. McCAFFREY 

DAVID R. KLOCK
PHYLLIS A. KLOCK
BRUCE A. MITCHELL 
KEITH J. YODER

AMERICAN PREPAID PROFESSIONAL SERVICES, INC.

COMPDENT CORPORATION
(Name of Person(s) Filing Statement)

COMMON STOCK, PAR VALUE $.01 PER SHARE
(Title of Class of Securities)

------------- 
(CUSIP Number of Class of Securities) 

                                                        [Enlarge/Download Table]
                                                                                                          
    Golder, Thoma, Cressey, Rauner, Inc.             TA Associates, Inc.             Edward J. McCaffrey  
          Golder, Thoma, Cressey,                    TA/Advent VIII L.P.              NMS Capital, L.P.   
            Rauner, Fund V, L.P.             Advent Atlantic and Pacific III L.P. 231 South LaSalle Street
             GTCR Associates V                      TA Executives Fund LLC               12th Floor       
              c/o Don Edwards                          TA Investors LLC           Chicago, Illinois 60697 
              6100 Sears Tower                       c/o Roger B. Kafker                                  
             Chicago, IL 60606                   125 High Street, Suite 2500                              
               (312) 382-2200                          Boston, MA 02110                                   
                                                        (617) 574-6700                                    

            CompDent Corporation                   TAGTCR Acquisition, Inc.            David R. Klock     
American Prepaid Professional Services, Inc.         c/o Roger B. Kafker              Phyllis A. Klock    
             c/o David R. Klock                  125 High Street, Suite 2500          Bruce A. Mitchell   
           100 Mansell Court East                      Boston, MA 02110                Keith J. Yoder     
                 Suite 400                              (617) 574-6700             100 Mansell Court East 
             Roswell, GA 28226                                                            Suite 400       
               (770) 998-8936                                                         Roswell, GA 28226   
                                                                                       (770) 998-8936     


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WITH COPIES TO: 

                                                                [Download Table]
                                                                                 

  John J. Kelley III           Bruce A. Mitchell              Sanford E. Perl    
   King & Spalding            CompDent Corporation            Kirkland & Ellis   
 191 Peachtree Street   100 Mansell Court East, Ste. 400  200 East Randolph Drive
Atlanta, Georgia 30303       Roswell, Georgia 30076       Chicago, Illinois 60601
    (404) 572-4600               (770) 998-8936                (312) 861-2000    

(Name, Address and Telephone Number of Person Authorized to Receive Notices 
and Communications on Behalf of Person(s) Filing Statement) 

   This statement is filed in connection with (check the appropriate
box):                                                         

       a.   The filing of solicitation materials or an information statement
             subject to Regulation 14A, Regulation 14C, or Rule 13e-3(c) under
the Securities Exchange Act of 1934. [X]            
      b.   The filing of a registration statement under the Securities Act
of 1933. [ ]                                        
c.   A tender offer. [ ]                                      
d.   None of the above. [ ]                                   

    Check the following box if the soliciting materials or information
statement referred to in checking box (a) are preliminary copies: [X]           

CALCULATION OF FILING FEE 

                                                                [Download Table]

==============================================================================
                 Transaction Value*                  Amount of Filing Fee     
                                                                              

         $185,240,322                                 $37,048.06              
==============================================================================

*      For purposes of calculating the fee only. Assumes purchase of            
10,291,129 shares of Common Stock, par value $.01 per share, of   
CompDent Corporation at $18.00 per share and the purchase of      
underlying options to purchase Common Stock for an aggregate of   
$185,240,322.                                                     

Check box if any of the fee is offset as provided by Rule 0-11(a)(2) and        
identify the filing with which the offsetting fee was previously paid. Identify 
the previous filing by registration statement number, or the form or schedule   
and the date of its filing. [X]                                                 

Amount previously paid:  $37,048.06                                             
Form or registration no.:  Preliminary Proxy Statement on Schedule 14A          
Filing party: CompDent Corporation                                              
Date filed: October 27, 1998                                                    

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         This Rule 13e-3 Transaction Statement (this "Statement") is being filed
in connection with the filing by CompDent Corporation ("CompDent" or the        
"Company") with the Securities and Exchange Commission (the "Commission") on    
April 7, 1999 of a Preliminary Proxy Statement on Schedule 14A (the "Proxy      
Statement") in connection with a special meeting of the stockholders of CompDent
to be held on May __, 1999. At such meeting, the stockholders of CompDent will  
vote upon, among other things, the adoption of an Agreement and Plan of Merger  
dated as of July 28, 1998, as amended and restated on January 18, 1999 (the     
"Merger Agreement") by and among CompDent, TAGTCR Acquisition, Inc., NMS        
Capital, L.P., Golder, Thoma, Cressey, Rauner Fund V, L.P., and TA/Advent VIII  
L.P. pursuant to which TAGTCR Acquisition, Inc. ("TAGTCR") will be merged with  
and into CompDent. TA Advent VIII L.P., Advent Atlantic and Pacific III L.P., TA
Executives Fund LLC, TA Investors LLC, Golder, Thoma, Cressey Rauner Fund V,    
L.P., GTCR Associates V and NMS Capital, L.P. are collectively referred to      
herein as the "Equity Sponsors." David R. Klock and Phyllis A. Klock are        
collectively referred to herein as the "Management Sponsors."                   

   The following cross reference sheet is being supplied pursuant to
General Instruction F to Schedule 13E-3 and shows the location in the Proxy     
Statement of the information required to be included in response to the items   
of this Statement. The information in the Schedule 14A which is attached hereto 
as Exhibit (d)(3), including all appendices thereto, is hereby expressly        
incorporated herein by reference and the responses to each item are qualified   
in their entirety by the provisions of the Proxy Statement.                     

CROSS REFERENCE SHEET 

                                                                [Download Table]

                                         CAPTION OR LOCATION IN THE             
   ITEM IN SCHEDULE 13E-3                      PROXY STATEMENT                  
                                                                                
Item 1(a)                       Cover Page and "Summary--The Companies"         

Item 1(b)                       Cover Page, "Summary--Record Date; Voting       
                                Power" and "The Special Meeting--Record         
                                Date and Quorum Requirement"                    

Item 1(c) - (e)                 "Summary--Historical Market Information"        

Item 1(f)                       "Purchase of Common Stock by Certain            
                                Persons"                                        

Item 2(a) - (d) and (g)         "Summary--The Companies" and "Certain           
                                Information Concerning the Acquiror and the     
                                Investor Group"                                 

Item 2(e) - (f)                 *                                               

Item 3(a)(1)                    "Special Factors--Opinion of Financial          
                                Advisor--Analysis of Dental Health Development  
                                Corporation"                                    

Item 3(a)(2)                    "Special Factors--Background of the Merger,"    
                                "--Conflicts of Interest" and "--Certain Effects
                                of the Merger"                                  

Item 3(b)                       "Special Factors--Background of the Merger,"    
                                "--Conflicts of Interest" and "--Certain Effects
                                of the Merger"                                  

Item 4(a)                       "Questions and Answers about the Merger,"       
                                "Summary--Terms of the Merger Agreement,"       
                                "--Share Ownership of CompDent following the    
                                Merger," "--Appraisal Rights," "Special         
                                Factors--Certain Effects of the Merger" "The    
                                Special Meeting--Effective Time of the Merger   
                                and Payment for Shares," "The Merger," "Rights  
                                of Dissenting Stockholders" and Appendix A to   
                                the Proxy Statement                             

----------------                                                                
* Not applicable or answer is negative.                                         

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                                         CAPTION OR LOCATION IN THE             
   ITEM IN SCHEDULE 13E-3                      PROXY STATEMENT                  
                                                                                
Item 4(b)                       "Questions and Answers about the Merger,"       
                                "Summary--Share Ownership of CompDent           
                                following the Merger," "--Conflicts of          
                                Interest," "--Appraisal Rights," "Special       
                                Factors--Purpose and Reasons of the Investor    
                                Group for the Merger," "--Conflicts of          
                                Interest," "--Certain Effects of the Merger,"   
                                "The Merger" and "Rights of Dissenting          
                                Stockholders"                                   

Item 5(a) - (b)                 "Summary--Share Ownership of CompDent           
                                following the Merger;" "--Transaction Summary;" 
                                "Special Factors--Purpose and Reasons of the    
                                Investor Group for the Merger," "--Conflicts    
                                of Interest," "--Certain Effects of the Merger,"
                                "--Financing of the Merger" and "--Conduct      
                                of CompDent's Business After the Merger"        

Item 5(c)                       "Special Factors--Conflicts of Interest"        
                                "--Conduct of CompDent's Business After the     
                                Merger"                                         

Item 5(d)                       "Summary--Share Ownership of CompDent           
                                following the Merger," "--Conflicts of          
                                Interest," "--Historical Market Information,"   
                                "Special Factors--Conflicts of Interest,"       
                                "Financing of the Merger," and "The Merger--    
                                Terms of the Merger Agreement--Covenants"       

Item 5(e)                       "Special Factors--Certain Effects of the        
                                Merger," "--Financing of the Merger," and       
                                "--Conduct of CompDent's Business After         
                                the Merger"                                     

Item 5(f) - (g)                 "Special Factors--Certain Effects of the        
                                Merger"                                         

Item 6(a)                       "Special Factors--Financing of the Merger."     

Item 6(b)                       "The Merger--Estimated Fees and Expenses        
                                of the Merger"                                  

Item 6(c)                       "Special Factors--Financing of the Merger."     


---------------                                                                 
*Not applicable or answer is negative.                                          

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                                                                [Download Table]

                                         CAPTION OR LOCATION IN THE             
   ITEM IN SCHEDULE 13E-3                      PROXY STATEMENT                  
                                                                                
Item 6(d)                       *                                               

Item 7(a) - (c)                 "Questions and Answers about the Merger,"       
                                "Summary," "Special Factors--Background of      
                                the Merger," "--The Special Committee's and     
                                the Board's Recommendation," "--Opinion of      
                                Financial Advisor," "--Presentations of         
                                Financial Advisor," "--Purpose and Reasons of   
                                the Investor Group for the Merger" and          
                                "--Conflicts of Interest"                       

Item 7 (d)                      "Questions and Answers about the Merger,"       
                                "Summary," "Special Factors--Background of the  
                                Merger," "--Purpose and Reasons of the Investor 
                                Group for the Merger," "--Conflicts of          
                                Interest," "--Certain Effects of the Merger,"   
                                "--Financing of the Merger," "--Conduct of      
                                CompDent's Business After the Merger," "Rights  
                                of Dissenting Stockholders," "Federal Income Tax
                                Consequences" and "Principal Stockholders and   
                                Stock Ownership of Management and Others"       

Item 8(a) - (b)                 "Questions and Answers about the Merger,"       
                                "Summary--Recommendations," "--Opinion          
                                of Financial Advisor," "--Conflicts of          
                                Interest," "--Appraisal Rights," "Special       
                                Factors--Background of the Merger,"             
                                "--The Special Committee's and the Board's      
                                Recommendation," "--Opinion of Financial        
                                Advisor," "--Presentations of Financial         
                                Advisor," "--Position of the Investor Group as  
                                to Fairness of the Merger," "--Conflicts of     
                                Interest" and "Rights of Dissenting             
                                Shareholders"                                   

Item 8(c)                       "Questions and Answers about the Merger,"       
                                "Summary--Vote Required,"                       
                                "Special Factors--The Special Committee's       
                                and the Board's Recommendation,"                
                                "The Special Meeting--Voting Procedures"        
                                and "The Merger--Conditions of the Merger"      

---------------                                                                 
*Not applicable or answer is negative.                                          

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                                         CAPTION OR LOCATION IN THE            
   ITEM IN SCHEDULE 13E-3                      PROXY STATEMENT                 
                                                                               
Item 8(d)                       "Questions and Answers about the Merger,"      
                                "Summary--Recommendations,"                    
                                "--Opinion of Financial Advisor,"              
                                "Special Factors--Background of the Merger,"   
                                "--The Special Committee's and the Board's     
                                Recommendation" and "--Opinion of              
                                Financial Advisor"                             

Item 8(e)                       "Questions and Answers about the Merger,"      
                                "Summary--Recommendations" and                 
                                "Special Factors--Background of the Merger,"   
                                "--The Special Committee's                     
                                and the Board's Recommendation"                

Item 8(f)                       "Special Factors--Background of the Merger"    

Item 9(a) - (c)                 "Summary--Recommendations," "--Opinion of      
                                Financial Advisor," "Special Factors--         
                                Background of the Merger," "The Special        
                                Committee's and the Board's Recommendation,"   
                                "--Opinion of Financial Advisor,"              
                                "--Presentations of Financial Advisor,"        
                                "--Conflicts of Interest" and Appendix B to the
                                Proxy Statement                                

Item 10(a)                      "Principal Stockholders and Stock Ownership    
                                of Management and Others"                      

Item 10(b)                      *                                              

Item 11                         "Questions and Answers about the Merger,"      
                                "Summary, " "--Terms of the Merger Agreement," 
                                "Special Factors--Background of the Merger,"   
                                "--Conflicts of Interest," "--Financing of the 
                                Merger," "The Merger" and Appendix A to the    
                                Proxy Statement                                

---------------                                                                 
*Not applicable or answer is negative.                                          

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                                                                [Download Table]


                                         CAPTION OR LOCATION IN THE             
   ITEM IN SCHEDULE 13E-3                      PROXY STATEMENT                  
                                                                                
Item 12(a) - (b)                "Summary--Recommendations," "--Share            
                                Ownership of CompDent following the Merger,"    
                                "--Conflicts of Interest," "--Transaction       
                                Summary," "Special Factors--The Special         
                                Committee's and the Board's Recommendation,"    
                                "--Purpose and Reasons of the Investor Group for
                                the Merger," "--Financing of the Merger" and    
                                "Current Status of the Financing"               

Item 13(a)                      "Summary--Appraisal Rights," "The Special       
                                Meeting--Voting Procedures," "Rights of         
                                Dissenting Stockholders" and Appendix C to the  
                                Proxy Statement                                 

Item 13(b)                      *                                               

Item 13(c)                      *                                               

Item 14(a)                      "Summary--Selected Consolidated Financial       
                                Data, "Incorporation of Certain Documents       
                                by Reference" and "Experts"                     

Item 14(b)                      "Summary--Selected Unaudited Pro Forma          
                                Consolidated Financial Data"                    

Item 15(a) - (b)                "Special Factors--Conflicts of Interest,"       
                                "The Special Meeting--Proxy Solicitation"       
                                "The Merger"                                    

Item 16                         Proxy Statement                                 

Item 17(a) - (f)                *                                               

---------------                                                                 
*Not applicable or answer is negative.                                          

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ITEM 1.           ISSUER AND CLASS OF SECURITY SUBJECT TO THE                   
TRANSACTION.                                

 (a)        The information set forth on the cover page to the Proxy
Statement and in the section entitled "Summary--The Companies" of the Proxy     
Statement is incorporated herein by reference.                                  

 (b)        The information set forth on the cover page to the Proxy
Statement and in the sections entitled "Summary--Record Date; Voting Power" and 
"The Special Meeting--Record Date and Quorum Requirement" of the Proxy          
Statement is incorporated herein by reference.                                  

(c)-(e)    The information set forth in the section entitled      
"Summary--Historical Market Information" of the Proxy Statement is incorporated 
herein by reference.                                                            

      (f)         The information set forth in the section entitled "Purchases
of Common Stock by Certain Persons" of the Proxy Statement is incorporated      
herein by reference.                                                            

ITEM 2.           IDENTITY AND BACKGROUND.                                      

 (a)-(d), (g) This Statement is being filed by CompDent, TAGTCR, the
Equity Investors, the Management Sponsors, TA Associates, Inc. ("TA Associates")
Golder, Thoma, Cressey, Rauner, Inc. ("Golder, Thoma"), American Prepaid        
Professional Services, Inc., Bruce A. Mitchell, Keith J. Yoder and Edward J.    
McCaffrey. The information set forth in the sections entitled "Summary--The     
Companies" and "Certain Information Concerning TAGTCR and the Investor Group" of
the Proxy Statement is incorporated herein by reference.                        

(e), (f) None of the Company, the Equity Investors, TAGTCR, TA    
Associates, Golder, Thoma, American Prepaid Professional Services, Inc., any    
executive officer, director or person controlling the Company, TAGTCR, the      
Equity Investors, TA Associates, Golder, Thoma or Prepaid Professional Services,
Inc., or any Management Sponsor, Bruce A. Mitchell, Keith J. Yoder or Edward J. 
McCaffrey has during the last five years (i) been convicted in a criminal       
proceeding (excluding traffic violations or similar misdemeanors) or (ii) 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 activities 
subject to, federal or state securities laws or finding any violation of such   
laws.                                                                           

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ITEM 3.         PAST CONTACTS, TRANSACTIONS OR NEGOTIATIONS.                    

 (a)(1)   The information set forth in the section entitled "Special
Factors--Opinion of Financial Advisor--Analysis of Dental Health Development    
Corporation" of the Proxy Statement is incorporated herein by reference.        

    (a)(2) The information set forth in the sections entitled "Special
Factors--Background of the Merger," "--Conflicts of Interest" and "--Certain    
Effects of the Merger" of the Proxy Statement is incorporated herein by         
reference.                                                                      

    (b)    The information set forth in the sections entitled "Special
Factors--Background of the Merger," "--Conflicts of Interest" and "--Certain    
Effects of the Merger" of the Proxy Statement is incorporated herein by         
reference.                                                                      

ITEM 4.         TERMS OF THE TRANSACTION.                                       

    (a)      The information set forth in the sections entitled "Questions
and Answers about the Merger," "Summary--Terms of the Merger Agreement,"        
"--Share Ownership of CompDent following the Merger," "-- Appraisal Rights,"    
"Special Factors--Certain Effects of the Merger," "The Special                  
Meeting--Effective Time of the Merger and Payment for Shares," "The Merger" and 
"Rights of Dissenting Stockholders" of the Proxy Statement and Appendix A to    
the Proxy Statement is incorporated herein by reference.                        

    (b)      The information set forth in the sections entitled "Questions
and Answers about the Merger," "Summary--Share Ownership of CompDent following  
the Merger," "--Conflicts of Interest," "--Appraisal Rights," "Special          
Factors--Purpose and Reasons of the Investor Group for the Merger,"             
"--Conflicts of Interest," "--Certain Effects of the Merger," "The Merger" and  
"Rights of Dissenting Stockholders" of the Proxy Statement is incorporated      
herein by reference.                                                            

ITEM 5.         PLANS OR PROPOSALS OF THE ISSUER OR AFFILIATE.                  

(a)-(b)  The information set forth in the sections entitled       
"Summary--Share Ownership of CompDent following the Merger;" "--Transaction     
Summary;" "Special Factors--Purpose and Reasons of the Investor Group for the   
Merger," "--Conflicts of Interest," "--Certain Effects of the Merger,"          
"--Financing of the Merger" and "--Conduct of CompDent's Business After the     
Merger" of the Proxy Statement is incorporated herein by reference.             

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     (c)     The information set forth in the sections entitled "Special
Factors--Conflicts of Interest" and "--Conduct of CompDent's Business After the 
Merger" of the Proxy Statement is incorporated herein by reference.             

(d)     The information set forth in the sections entitled    
"Summary--Share Ownership of CompDent following the Merger," "--Financing of the
Merger," "--Conflicts of Interest," "--Transaction Structure," "--Historical    
Market Information," "Special Factors--Conflicts of Interest," "--Financing of  
the Merger," and "The Merger--Terms of the Merger Agreement--Covenants" of the  
Proxy Statement is incorporated herein by reference.                            

     (e)     The information set forth in the sections entitled "Special
Factors--Certain Effects of the Merger," "--Financing of the Merger," and       
"--Conduct of CompDent's Business After the Merger" of the Proxy Statement is   
incorporated herein by reference.                                               

    (f)-(g) The information set forth in the section entitled "Special
Factors--Certain Effects of the Merger" of the Proxy Statement is incorporated  
herein by reference.                                                            

ITEM 6.          SOURCE AND AMOUNT OF FUNDS OR OTHER CONSIDERATION.             

    (a)     The information set forth in the section entitled "Special
Factors--Financing of the Merger" of the Proxy Statement is incorporated herein 
by reference.                                                                   

(b)     The information set forth in the section entitled "The
Merger--Estimated Fees and Expenses of the Merger" of the Proxy Statement is    
incorporated herein by reference.                                               

    (c)     The information set forth in the section entitled "Special
Factors--Financing of the Merger" of the Proxy Statement is incorporated herein 
by reference.                                                                   

(d)     Not applicable.                                       

ITEM 7.          PURPOSE(S), ALTERNATIVES, REASONS AND EFFECTS.                 

       (a)-(c) The information set forth in the sections entitled "Questions
and Answers about the Merger," "Summary," "Special Factors--Background of the   
Merger," "--The Special Committee's and the Board's Recommendation," "--Opinion 
of Financial Advisor," "--Presentations of Financial Advisor," "--Purpose and   
Reasons of the Investor Group for the Merger" and "--Conflicts of Interest" of  
the Proxy Statement is incorporated herein by reference.                        

       (d)     The information set forth in the sections entitled "Questions
and Answers about the Merger," "Summary," "Special Factors--Background of the   
Merger," "--Purpose and Reasons of the Investor Group for the Merger,"          
"--Conflicts of Interest," "--Certain Effects of the Merger," "--Financing of   
the Merger," "--Conduct of CompDent's Business After the Merger," "Rights of    
Dissenting Stockholders," "Federal Income Tax Consequences" and "Principal      

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Stockholders and Stock Ownership of Management and Others" of the Proxy         
Statement is incorporated herein by reference.                                  

ITEM 8.           FAIRNESS OF THE TRANSACTION.                                  

        (a)-(b)  The information set forth in the sections entitled "Questions
and Answers about the Merger," "Summary--Recommendations," "--Opinion of        
Financial Advisor," "--Conflicts of Interest," "--Appraisal Rights," "Special   
Factors--Background of the Merger," "--The Special Committee's and the Board's  
Recommendation," "--Opinion of Financial Advisor," "--Presentations of Financial
Advisor" "--Position of the Investor Group as to Fairness of the Merger,"       
"--Conflicts of Interest" and "Rights of Dissenting Shareholders" of the Proxy  
Statement are incorporated herein by reference.                                 

        (c)      The information set forth in the sections entitled "Questions
and Answers about the Merger," "Summary--Vote Required," "Special Factors--The  
Special Committee's and the Board's Recommendation," "The Special               
Meeting--Voting Procedures" and "The Merger-- Conditions of the Merger" of the  
Proxy Statement is incorporated herein by reference.                            

        (d)      The information set forth in the sections entitled "Questions
and Answers about the Merger," "Summary--Recommendations," "--Opinion of        
Financial Advisor," "Special Factors--Background of the Merger," "--The Special 
Committee's and the Board's Recommendation" and "--Opinion of Financial         
Advisor" of the Proxy Statement is incorporated herein by reference.            

        (e)      The information set forth in the sections entitled "Questions
and Answers about the Merger," "Summary--Recommendations" and "Special          
Factors--Background of the Merger","--The Special Committee's and the Board's   
Recommendation" of the Proxy Statement is incorporated herein by reference.     

     (f)      The information set forth in the section entitled "Special
Factors--Background of the Merger" of the Proxy Statement is incorporated       
herein by reference.                                                            

ITEM 9.           REPORTS, OPINIONS, APPRAISALS AND CERTAIN NEGOTIATIONS.       

(a)-(c)  The information set forth in the sections entitled   
"Summary--Recommendations," "--Opinion of Financial Advisor," "Special          
Factors--Background of the Merger," "The Special Committee's and the Board's    
Recommendation," "--Opinion of Financial Advisor" "--Presentations of Financial 
Advisors" and "-- Conflicts of Interest" of the Proxy Statement and in          
Appendix B to the Proxy Statement is incorporated herein by reference.          

ITEM 10.          INTEREST IN SECURITIES OF THE ISSUER.                         

       (a)      The information set forth in the section entitled "Principal
Stockholders and Stock Ownership of Management and Others" of the Proxy         
Statement is incorporated herein by reference.                                  

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(b)     None.                                               

ITEM 11.          CONTRACTS, ARRANGEMENTS OR UNDERSTANDINGS WITH                
RESPECT TO THE ISSUER'S SECURITIES.         

   The information set forth in the sections entitled "Questions and
Answers about the Merger," "Summary," "--Terms of the Merger Agreement,"        
"Special Factors--Background of the Merger," "--Conflicts of Interest,"         
"--Financing of the Merger," and "The Merger" of the Proxy Statement and in     
Appendix A to the Proxy Statement is incorporated herein by reference.          

ITEM 12.          PRESENT INTENTION AND RECOMMENDATION OF CERTAIN               
PERSONS WITH REGARD TO THE TRANSACTION.     

(a)-(b)  The information set forth in the sections entitled   
"Summary--Recommendations," "-- Share Ownership of CompDent following the       
Merger," "--Conflicts of Interest," "--Transaction Summary," "Special           
Factors--The Special Committee's and the Board's Recommendation," "--Purpose and
Reasons of the Investor Group for the Merger," and "--Financing of the Merger"  
of the Proxy Statement is incorporated herein by reference.                     

ITEM 13.          OTHER PROVISIONS OF THE TRANSACTION.                          

(a)      The information set forth in the sections entitled   
"Summary--Appraisal Rights" "The Special Meeting--Voting Procedures," and       
"Rights of Dissenting Stockholders" of the Proxy Statement and in Appendix C to 
the Proxy Statement is incorporated herein by reference.                        

(b)      Not applicable.                                      

(c)      Not applicable.                                      

ITEM 14.          FINANCIAL INFORMATION.                                        

 (a)      The relevant financial information set forth under the
sections entitled "Summary--Selected Consolidated Financial Data of the         
Company," "Incorporation of Certain Documents by Reference" and "Experts"       
of the Proxy Statement is incorporated herein by reference.                     

(b)     The information set forth in the section entitled     
"Summary--Selected Unaudited Pro Forma Consolidated Financial Data" of the      
Proxy Statement is incorporated herein by reference.                            

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ITEM 15.          PERSONS AND ASSETS EMPLOYED, RETAINED OR UTILIZED.            

      (a)-(b)  The information set forth in the sections entitled "Special
Factors--Conflicts of Interest," "The Special Meeting--Proxy Solicitation" and  
"The Merger"of the Proxy Statement is incorporated herein by reference.         

ITEM 16.          ADDITIONAL INFORMATION.                                       

The entirety of the Proxy Statement is incorporated herein by 
reference.                                                                      

ITEM 17.          MATERIAL TO BE FILED AS EXHIBITS.                             

      (a)(1)   Recapitalization Financing Commitment Letter dated July 27,
           1997 by and among, TA Advent VIII, L.P.; Golder, Thoma,
                 Cressey, Rauner Fund V, L.P.; NMS Capital, L.P.; NationsBank,
     N.A.; and NationsBanc Montgomery Securities LLC.*

      (a)(2)   Recapitalization Financing Commitment Letter dated July 27,
           1997 by and among, TA Advent VIII, L.P.; Golder, Thoma,
                 Cressey, Rauner Fund V, L.P.; NMS Capital, L.P.; NationsBank,
     N.A.; and NationsBanc Montgomery Securities LLC.*

(a)(3)   Recapitalization Financing Commitment Letter dated   
              January 18, 1999 by and among TA/Advent VIII L.P.; Golder,
           Thoma, Cressey, Rauner Fund V, L.P.; NMS Capital, L.P.;
                  NationsBank, N.A.; and NationsBanc Montgomery Securities LLC.*

(a)(4)   Recapitalization Financing Commitment Letter dated   
            January 18, 1999 by and among TA/Advent VIII L.P.; Gold,
           Thoma, Cressey, Rauner Fund V, L.P.; NMS Capital, L.P.;
                  NationsBank, N.A.; and NationsBanc Montgomery Securities LLC.*

       (b)(1)   Opinion of The Robinson-Humphrey Company, LLC dated July 28,
         1998 (included as Appendix B to the Preliminary Proxy
             Statement, which was filed as Exhibit (d)(3) to Amendment
             No.1 to this Schedule 13E-3 filed on December 18, 1998).*

    (b)(2)   Financial Analysis Presentation materials prepared by The
        Robinson-Humphrey Company LLC in connection with its
            presentation to the Special Committee on July 21, 1998.*

    (b)(3)   Financial Analysis Presentation materials prepared by The
               Robinson-Humphrey Company, LLC in connection with providing
           its opinion to the Special Committee on July 27, 1998.*

(b)(4)   Opinion of The Robinson-Humphrey Company, LLC dated  
               January 18, 1999 (included as Appendix B to the Preliminary
                Proxy Statement, which is filed herewith as Exhibit (d)(3)).

       (b)(5)   Financial Analysis Presentation materials preparation by The
        Robinson-Humphrey Company LLC in connection with its
              presentation to the Special Committee on January 5, 1999.*

    (b)(6)   Financial Analysis Presentation materials prepared by The
               Robinson-Humphrey Company, LLC in connection with providing
              its opinion to the Special Committee on January 18, 1999.*

        (c)(1)   Amended and Restated Agreement and Plan of Merger dated as of
              January 18, 1999 by and among CompDent Corporation, TAGTCR
              Acquisition, Inc., NMS Capital, L.P., TA/Advent VIII, L.P.
                and Golder, Thoma, Cressey, Rauner Fund V, L.P. (included as
                 Appendix A to the Preliminary Proxy Statement, which is filed
herewith as Exhibit (d)(3)).                

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(c)(2)   Form of Stockholders Agreement.                      

    (d)(1)   Letter to Stockholders (included in the Preliminary Proxy
          Statement, which is filed herewith as Exhibit (d)(3)).

     (d)(2)   Notice of Special Meeting of Stockholders (included in the
           Preliminary Proxy Statement, which is filed herewith as
Exhibit (d)(3)).                            

(d)(3)   Preliminary Proxy Statement, dated April 7, 1999.    

      (d)(4)   Form of Proxy (included in the Preliminary Proxy Statement,
which is filed herewith as Exhibit (d)(3)).*

        (d)(5)   Press Release issued by CompDent Corporation dated as of July
                28, 1998 (incorporated by reference to the Current Report on
    Form 8-K filed by CompDent on August 12, 1998).*

      (e)      Text of Section 262 of the Delaware General Corporation Law
               (included as Appendix C to the Preliminary Proxy Statement,
which is filed herewith as Exhibit (d)(3)).*
(f)      Not applicable.                                      

-----------------                                                               
*Previously filed.                                                              

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SIGNATURES

        After due inquiry and to the best of our knowledge and belief, each of
the undersigned certifies that the information set forth in this Statement is   
true, complete and correct.                                                     

              COMPDENT CORPORATION

                By: /s/ David R. Klock
                                 ---------------------------------
Name: 
Dated: April 7, 1999                 Title:                                     
-----------------                                                 

                  TAGTCR ACQUISITION, INC.

                   By: /s/ Donald J. Edwards
                                 ---------------------------------
                 Name: Donald J. Edwards
Dated: April 7, 1999                 Title:                                     
-----------------                                                 

                              GOLDER, THOMA, CRESSEY, RAUNER, INC.

                By: /s/ Donald Edwards
                                 ---------------------------------
Dated: April 7, 1999                 Name:  Donald Edwards                      
-----------------             Title:                              

                                     GOLDER, THOMA, CRESSEY, RAUNER FUND V, L.P.

          By: GTCR V, L.P.
                      Sole General Partner

                                           By: GOLDER, THOMA, CRESSEY, RAUNER,
                    INC.
                                    Sole General Partner

Dated: April 7, 1999                            By: /s/ Donald J. Edwards       
  -----------------                           ------------------------
                                             Name: Donald J. Edwards
                            Title:

           GTCR ASSOCIATES V

                                  By: GOLDER, THOMA, CRESSEY, RAUNER, INC.
                          Managing General Partner

Dated: April 7, 1999                     By: /s/ Donald J. Edwards              
    -----------------                     --------------------------------
                                 Name: Donald J. Edwards
                Title:

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TA ASSOCIATES       

Dated: April 7, 1999           By: /s/ Roger B. Kafker                          
-------------              -------------------------              
          Name:  Roger B. Kafker
Title:      

TA/ADVENT VIII L.P. 

      By: TA Associates VIII LLC
        Sole General Partner

           By: TA ASSOCIATES, INC.
   Manager

Dated: April 7, 1999                    By: /s/ Roger B. Kafker                 
-------------                       ----------------------------  
                           Name: Roger B. Kafker
                              Title: Managing Director

                ADVENT ATLANTIC AND PACIFIC III L.P.

          By: TA ASSOCIATES AAP III L.P.
        Sole General Partner

           By: TA ASSOCIATES, INC.
                Sole General Partner

Dated: April 7, 1999                    By: /s/ Roger B. Kafker                 
-------------                       ----------------------------  
                           Name: Roger B. Kafker
                              Title: Managing Director

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TA EXECUTIVES FUND LLC  

By:  TA ASSOCIATES, INC.
Manager       

Dated: April 7, 1999                By: /s/ Roger B. Kafker                     
-------------                    -----------------------------    
                     Name: Roger B. Kafker
                        Title: Managing Director

TA INVESTORS LLC        

By: TA ASSOCIATES, INC. 
Manager         

Dated: April 7, 1999                 By: /s/ Roger B. Kafker                    
-------------                    -----------------------------    
                     Name: Roger B. Kafker
                        Title: Managing Director

NMS CAPITAL, L.P.       

      By: NMS CAPITAL MANAGEMENT LLC
General Partner 

Dated: April 7, 1999                By: /s/ Edward J. McCaffrey                 
-------------                    -----------------------------    
                         Name: Edward J. McCaffrey
                      Title: Managing Member

Dated: April 7, 1999              American Prepaid Professional Services, Inc.  
-------------                                                     
              By: /s/ David R. Klock
                              ------------------------------
                    Name: David R. Klock
      Title:

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               EDWARD J. MCCAFFREY

Dated: April 7, 1999                  /s/ Edward J. McCaffrey                   
  -----------------              -------------------------------------
          DAVID R. KLOCK

Dated: April 7, 1999                  /s/ David R. Klock                        
  -----------------              -------------------------------------

            PHYLLIS A. KLOCK

Dated: April 7, 1999                  /s/ Phyllis A. Klock                      
  -----------------              -------------------------------------

             BRUCE A. MITCHELL

Dated: April 7, 1999                  /s/ Bruce A. Mitchell                     
  -----------------              -------------------------------------

          KEITH J. YODER

Dated: April 7, 1999                  /s/ Keith J. Yoder                        
  -----------------              -------------------------------------

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EXHIBIT INDEX 

(c)(2)    Form of Stockholders Agreement.                             

(d)(3)    Preliminary Proxy Statement, dated April 7, 1999.           

Dates Referenced Herein   and   Documents Incorporated by Reference

				Referenced-On Page
This ‘SC 13E3/A’ Filing		Date		First		Last			Other Filings
Filed on:		4/8/99							PRER14A
		4/7/99		3		19
		1/18/99		3		13
		1/5/99		13
		12/18/98		13					PRER14A
		10/27/98		2					PREM14A,  SC 13E3
		8/12/98		14					8-K
		7/28/98		3		14			8-K
		7/27/98		13
		7/21/98		13
		7/27/97		13
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