TA Associates, L.P., et al. – ‘SC 13D’ on 6/25/99 re: Physicians Specialty Corp

On:  Friday, 6/25/99   ·   Accession #:  950135-99-3295   ·   File #:  5-52233

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General Statement of Beneficial Ownership   —   Schedule 13D
Filing Table of Contents

Document/Exhibit                   Description                      Pages   Size 

 1: SC 13D      Ta Associates, Inc.                                   13     41K 
 2: EX-2        Voting Agreement                                      42     56K 
 3: EX-3        Stock Purchase Agreement                              41     52K 

SC 13D   —   Ta Associates, Inc.
Document Table of Contents

SC 13D
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 UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549

SCHEDULE 13D

 UNDER THE SECURITIES EXCHANGE ACT OF 1934

 PHYSICIANS' SPECIALTY CORP.

(Name of issuer)

 COMMON STOCK, par value $.001 per share

(Title of class of securities)

 718934102

(CUSIP number)

Robert DiProva
 Chief Financial Officer
 Physicians' Specialty Corp.
 1150 Lake Hearn Drive
 Suite 640
Atlanta, Georgia 30342
(404) 256-7535

(Name, address and telephone number of person authorized to receive notices     
and communications)                                                             

 June 14, 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 that is the subject of this Schedule 13D, and is filing this    
schedule because of Rule 13d-1(e), 13(d)-1(f) or 13(d)-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(b) for other parties to whom copies are to be sent.

(Continued on following pages)

(Page 1 of 13 Pages)

* 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).   

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SCHEDULE 13D

CUSIP NO. 718934 10 2                                        Page 2 of 13 Pages 

1       NAME OF REPORTING PERSON                                      
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON     

TA MergerCo, Inc.                                     
04-3471054                                            

   2       CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP*         (a) / /
                                                                     (b) /X/

3       SEC USE ONLY                                                  

4       SOURCE OF FUNDS*                                              

OO                                                    

   5       CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT
TO ITEMS 2(d) or 2(e)                                 
                                                                         / /

6       CITIZENSHIP OR PLACE OF ORGANIZATION                          

DELAWARE                                              

NUMBER OF           7     SOLE VOTING POWER                       

SHARES                   0                                      

BENEFICIALLY          8     SHARED VOTING POWER                       

OWNED BY EACH               3,624,751                                 

REPORTING           9     SOLE DISPOSITIVE POWER                  

PERSON                   0                                      

WITH              10    SHARED DISPOSITIVE POWER              

3,624,751     

11       AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON   

3,624,751                                             

12       CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN 
            SHARES*                                                        / /

13       PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)             

39.6%                                                 

14       TYPE OF REPORTING PERSON *                                     

CO                                                    

* SEE INSTRUCTIONS BEFORE FILLING OUT!

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SCHEDULE 13D

CUSIP NO. 718934 10 2                                        Page 3 of 13 Pages 

1       NAME OF REPORTING PERSON                                      
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON     

TA/Advent VIII L.P.                                   
04-3334380                                            

   2       CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP*         (a) / /
                                                                     (b) /X/

3       SEC USE ONLY                                                  

4       SOURCE OF FUNDS*                                              

OO                                                    

   5       CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT
TO ITEMS 2(d) or 2(e)                                 
                                                                         / /

6       CITIZENSHIP OR PLACE OF ORGANIZATION                          

DELAWARE                                              

NUMBER OF           7     SOLE VOTING POWER                       

SHARES                   0                                      

BENEFICIALLY          8     SHARED VOTING POWER                       

OWNED BY EACH               3,624,751(1)                              

REPORTING           9     SOLE DISPOSITIVE POWER                  

PERSON                   0                                      

WITH              10    SHARED DISPOSITIVE POWER              

3,624,751(1)  

11       AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON   

3,624,751                                             

12       CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN 
            SHARES*                                                        / /

13       PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)             

39.6%                                                 

14       TYPE OF REPORTING PERSON *                                     

PN                                                    

* SEE INSTRUCTIONS BEFORE FILLING OUT!

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                                                              PAGE 4 OF 13 PAGES

(1) For purposes of Section 13(d), TA/Advent VIII L.P. may be deemed to         
beneficially own 3,624,751 shares of Common Stock that are subject to the Voting
Agreement (as defined in response to Item 4) to which TA MergerCo, Inc. is a    
party. TA/Advent VIII L.P. disclaims beneficial ownership of any shares of      
Common Stock beneficially owned by TA MergerCo, Inc.                            

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SCHEDULE 13D

CUSIP NO. 718934 10 2                                        Page 5 of 13 Pages 

1       NAME OF REPORTING PERSON                                      
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON     

TA Associates VIII LLC                                
04-3334378                                            

   2       CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP*         (a) / /
                                                                     (b) /X/

3       SEC USE ONLY                                                  

4       SOURCE OF FUNDS*                                              

OO                                                    

   5       CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT
TO ITEMS 2(d) or 2(e)                                 
                                                                         / /

6       CITIZENSHIP OR PLACE OF ORGANIZATION                          

DELAWARE                                              

NUMBER OF           7     SOLE VOTING POWER                       

SHARES                   0                                      

BENEFICIALLY          8     SHARED VOTING POWER                       

OWNED BY EACH               3,624,751(1)                              

REPORTING           9     SOLE DISPOSITIVE POWER                  

PERSON                   0                                      

WITH              10    SHARED DISPOSITIVE POWER              

3,624,751(1)  

11       AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON   

3,624,751                                             

12       CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN 
            SHARES*                                                        / /

13       PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)             

39.6%                                                 

14       TYPE OF REPORTING PERSON *                                     

OO                                                    

* SEE INSTRUCTIONS BEFORE FILLING OUT!

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                                                              PAGE 6 OF 13 PAGES

(1) For purposes of Section 13(d), TA Associates VIII LLC may be deemed to      
beneficially own 3,624,751 shares of Common Stock that are subject to the Voting
Agreement (as defined in response to Item 4) to which TA MergerCo, Inc. is a    
party. TA Associates VIII LLC disclaims beneficial ownership of any shares of   
Common Stock beneficially owned by TA MergerCo, Inc.                            

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SCHEDULE 13D

CUSIP NO. 718934 10 2                                        Page 7 of 13 Pages 

1       NAME OF REPORTING PERSON                                      
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON     

TA Associates, Inc.                                   
04-3205751                                            

   2       CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP*         (a) / /
                                                                     (b) /X/

3       SEC USE ONLY                                                  

4       SOURCE OF FUNDS*                                              

OO                                                    

   5       CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT
TO ITEMS 2(d) or 2(e)                                 
                                                                         / /

6       CITIZENSHIP OR PLACE OF ORGANIZATION                          

DELAWARE                                              

NUMBER OF           7     SOLE VOTING POWER                       

SHARES                   0                                      

BENEFICIALLY          8     SHARED VOTING POWER                       

OWNED BY EACH               3,624,751(1)                              

REPORTING           9     SOLE DISPOSITIVE POWER                  

PERSON                   0                                      

WITH              10    SHARED DISPOSITIVE POWER              

3,624,751(1)  

11       AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON   

3,624,751                                             

12       CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN 
            SHARES*                                                        / /

13       PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)             

39.6%                                                 

14       TYPE OF REPORTING PERSON *                                     

CO                                                    

* SEE INSTRUCTIONS BEFORE FILLING OUT!

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                                                              PAGE 8 OF 13 PAGES

(1) For purposes of Section 13(d), TA Associates, Inc. may be deemed to         
beneficially own 3,624,751 shares of Common Stock that are subject to the Voting
Agreement (as defined in response to Item 4) to which TA MergerCo, Inc. is a    
party. TA Associates, Inc. disclaims beneficial ownership of any shares of      
Common Stock beneficially owned by TA MergerCo, Inc.                            

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                                                              PAGE 9 OF 13 PAGES

ITEM 1.       SECURITY AND ISSUER.                                              

     The Securities to which this statement relates are shares of common
stock, par value $.001 per share (the "Common Stock"), of Physicians' Specialty 
Corp., a Delaware corporation (the "Issuer"). The principal executive offices of
the Issuer are located at 1150 Lake Hearn Drive, Suite 640, Atlanta Georgia     
30342.                                                                          

ITEM 2.       IDENTITY AND BACKGROUND.                                          

    This statement is being filed on behalf of the following entities:
TA/Advent VIII L.P. (the "TA Fund"), TA Associates VIII LLC ("TA Associates     
VIII"), TA Associates, Inc. ("TA Associates," and together with TA Associates   
VIII, the "General Partners"), and TA MergerCo, Inc. ("Merger Sub").            

  The TA Fund is a limited partnership organized under the laws of
Delaware. TA Associates VIII is a limited liability company organized under the 
laws of Delaware. TA Associates is a corporation organized under the laws of    
Delaware. The TA Fund is an investment fund principally engaged in the business 
of making venture capital and other investments. Each of the General Partners is
principally engaged in the business of making investments for, and acting as    
general partner or other authorized person of, investment funds engaged in      
venture capital and other investments. Merger Sub is a corporation formed under 
the laws of Delaware for the purpose of effecting the Merger. The principal     
business office of each of the TA Fund, the General Partners and Merger Sub is  
c/o TA Associates, Inc., 125 High Street, Boston, Massachusetts 02110. The      
directors and executive officers of TA Associates and Merger Sub are set forth  
on APPENDIX A hereto.                                                           

   TA Associates VIII is the sole general partner of the TA Fund. TA
Associates is the sole manager of TA Associates VIII. Merger Sub is a wholly    
owned subsidiary of the TA Fund.                                                

  During the last five years, neither the TA Fund, nor the General
Partners nor Merger Sub has been convicted in a criminal proceeding (excluding  
traffic violations or similar misdemeanors). During the last five years, neither
the TA Fund, nor the General Partners nor Merger Sub was a party to a civil     
proceeding of a judicial or administrative body of competent jurisdiction as a  
result of which any such person was or is subject to a judgment, decree or final
order enjoining future violations, 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 OR OTHER CONSIDERATION.                

       Merger Sub may be deemed to have acquired the beneficial ownership of
3,624,751 shares of Common Stock as of June 14, 1999 as a result of provisions  
of the Voting Agreement (as defined in response to Item 4). The shares of Common
Stock to which this statement relates have not been purchased by Merger Sub, but
Merger Sub may be deemed to share the power to vote and dispose of such shares  
under the provisions of the Voting Agreement, which is described in greater     
detail in response to Item 4 and such item is incorporated herein by reference. 

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                                                             PAGE 10 OF 13 PAGES

ITEM 4.       PURPOSE OF TRANSACTION.                                           

         On June 14, 1999, the Issuer, the TA Fund, Merger Sub and certain other
investment funds affiliated with TA Associates entered into an Agreement and    
Plan of Merger (the "Merger Agreement"), pursuant to which Merger Sub will merge
with and into the Issuer (the "Merger"). The separate existence of Merger Sub   
will cease upon consummation of the Merger, and the Issuer will be the surviving
corporation in the Merger (the "Surviving Corporation").                        

   In connection with the Merger, certain stockholders of the Issuer
holding approximately 39.6% of the outstanding shares of Common Stock have      
entered into a voting agreement with Merger Sub (the "Voting Agreement"),       
pursuant to which such stockholders have agreed, so long as the Voting Agreement
remains in effect, to, among other things, (i) vote their shares of Common Stock
(as well as shares of Common Stock that may be issued upon the exercise of stock
options held by such stockholders) in favor of approval and adoption of the     
Merger Agreement and the Merger either directly or through the grant of an      
irrevocable proxy to Merger Sub and (ii) abide by certain restrictions on the   
transfer of shares of Common Stock owned by each such stockholder. The Voting   
Agreement will terminate upon the earlier of the consummation of the Merger or  
the termination of the Merger Agreement pursuant to its terms. Approval and     
adoption of the Merger Agreement and the Merger requires the affirmative vote of
the holders of a majority of the outstanding shares of Common Stock.            

       The purpose of the Voting Agreement is to facilitate the consummation
of the Merger.                                                                  

         References to, and descriptions of, the Merger Agreement and the Voting
Agreement as set forth above in this Item 4 are qualified in their entirety by  
references to the copies of the Merger Agreement, which is incorporated into    
this Schedule 13D by reference, and the Voting Agreement included as Exhibit 2  
to this Schedule 13D, and are incorporated in this Item 4 in their entirety     
where such references and descriptions appear.                                  

ITEM 5.       INTEREST IN SECURITIES OF THE ISSUER.                             

(a) and (b) 3,624,751 shares of Common Stock, representing    
approximately 39.6% of the outstanding shares of Common Stock, based on the     
number of shares of Common Stock outstanding on June 14, 1999, as represented by
the Issuer, are subject to the Voting Agreement. By virtue of the Voting        
Agreement, Merger Sub may be deemed to share with the respective stockholders of
the Issuer that are parties to the Voting Agreement the power to vote or dispose
of the shares of Common Stock subject to the Voting Agreement. However, Merger  
Sub (i) is not entitled to any rights as a stockholder of the Issuer as to the  
shares of Common Stock subject to the Voting Agreement, other than the rights   
granted pursuant to the Voting Agreement and (ii) disclaims beneficial ownership
of the shares of Common Stock of the Issuer which are subject to the Voting     
Agreement.                                                                      

      (c) Other than as set forth in this Item 5(a)-(b), to the best of TA
Associates' knowledge as of the date hereof, there have been no transactions in 
the shares of Common Stock effected during the last 60 days by Merger Sub,      
the TA Fund, the General Partners or any person set forth on APPENDIX A hereto. 

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                                                             PAGE 11 OF 13 PAGES

       (d) To the best of TA Associates' knowledge as of the date hereof, no
other person is known to have the right to receive or the power to direct the   
receipt of dividends from, or the proceeds from the sale of, any shares of      
Common Stock.                                                                   

(e) Not applicable.                                           

ITEM 6.       CONTRACTS, ARRANGEMENTS, UNDERSTANDINGS OR RELATIONSHIPS          
WITH RESPECT TO SECURITIES OF THE ISSUER.           

   The information set forth or incorporated by reference in Items 3
through 5 is hereby incorporated herein by reference. A copy of the Merger      
Agreement is incorporated into this Schedule 13D by reference and a copy of the 
Voting Agreement is included as Exhibit 2 to this Schedule 13D.                 

      In connection with the Merger, the TA Fund, certain other investment
funds affiliated with TA Associates and certain of the stockholders of the      
Issuer who are parties to the Voting Agreement have entered into a Stock        
Purchase Agreement, dated June 14, 1999, pursuant to which the TA Fund and such 
other investment funds will purchase an aggregate of 1,873,919 shares of Common 
Stock from such stockholders immediately prior to the consummation of the       
Merger. Such shares of Common Stock are currently subject to the Voting         
Agreement.                                                                      

      Except as set forth in this statement, to the best of TA Associates'
knowledge as of the date hereof, there are at present no effective contracts,   
arrangements, understandings or relationships (legal or otherwise) between      
Merger Sub, the TA Fund or any General Partner and any person with respect to   
securities of the Issuer.                                                       

ITEM 7.       MATERIAL TO BE FILED AS EXHIBITS.                                 

No.               Description                                                   

1                 Agreement and Plan of Merger, dated as of June 14, 1999, by   
             and among Physicians' Specialty Corp., TA MergerCo, Inc.,
             TA/Advent VIII L.P., TA/ Atlantic and Pacific IV L.P., TA
                 Investors LLC and TA Executives Fund LLC [incorporated herein
                  by reference from Physicians' Specialty Corp.'s Current Report
on Form 8-K, filed June 18, 1999].          

2                 Voting Agreement, dated as of June 14, 1999, by and among     
          Physicians' Specialty Corp., TA MergerCo, Inc. and the
stockholders of Physicians' Specialty Corp. 
identified on the signature pages thereto.  

3                 Stock Purchase Agreement, dated as of June 14, 1999, by and   
               among TA/Advent VIII L.P., TA Atlantic and Pacific IV L.P.,
       TA Investors LLC and TA Executives Fund LLC and the
stockholders of Physicians' Specialty Corp. 
identified on the signature pages thereto.  

 This statement speaks as of its date and no inference should be drawn that no
change has occurred in the facts set forth herein after the date hereof.        

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                                                             PAGE 12 OF 13 PAGES

SIGNATURES

After reasonable inquiry and to the best knowledge and belief of each of the
persons signing below, each person signing below certifies that the information 
set forth in this statement is true, complete and correct.                      

Agreement for Joint Filing

TA MergerCo, Inc., TA/Advent VIII L.P., TA Associates VIII LLC and TA       
Associates, Inc. hereby agree that TA Associates, Inc. shall file with the      
Securities and Exchange Commission a joint Schedule 13D on behalf of the above- 
named parties concerning their beneficial ownership of Physicians Specialty     
Corp.                                                                           

Dated: June 25, 1999                                      

                 TA MERGERCO, INC.

                             /s/ David S.B. Lang
                                             -----------------------------------
                         David S.B. Lang
                                 Treasurer and Secretary

                   TA/ADVENT VIII L.P.
                                        By:  TA Associates VIII LLC, its General
                 Partner
                                     By:  TA Associates, Inc., its Manager

                                   /s/ Katherine S. Cromwell
                                             -----------------------------------
                               Katherine S. Cromwell
                           Managing Director

                   TA ASSOCIATES, INC.

                                   /s/ Katherine S. Cromwell
                                             -----------------------------------
                               Katherine S. Cromwell
                           Managing Director

                      TA ASSOCIATES VIII LLC
                                     By:  TA Associates, Inc., its Manager

                                   /s/ Katherine S. Cromwell
                                             -----------------------------------
                               Katherine S. Cromwell
                           Managing Director

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                                                             Page 13 of 13 Pages

APPENDIX A

DIRECTORS AND OFFICERS OF TA ASSOCIATES, INC. 
--------------------------------------------- 

DIRECTORS                                                                       
---------                                                                       

C. Kevin Landry                                                                 
P. Andrews McLane                                                               
c/o TA Associates                                                               
125 High Street                                                                 
Boston, MA 02110                                                                

Jacqueline C. Morby                                                             
c/o TA Associates                                                               
4516 Henrey Street                                                              
Pittsburgh, PA 15213                                                            

Jeffrey T. Chambers                                                             
c/o TA Associates                                                               
435 Tasso Street                                                                
Palo Alto, CA 94301                                                             

OFFICERS                                                                        
--------                                                                        

C. Kevin Landry               Chief Executive Officer and Managing Director     
P. Andrews McLane             Senior Managing Director                          
Katherine S. Cromwell         Managing Director and Chief Financial Officer     
Richard D. Tadler             Managing Director                                 
c/o TA Associates                                                               
125 High Street                                                                 
Boston, MA 02110                                                                

Jacqueline C. Morby           Managing Director                                 
c/o TA Associates                                                               
4516 Henrey Street                                                              
Pittsburgh, PA 15213                                                            

The director of TA Merger Co, Inc. is David S.B. Lang. The executive  
officers of TA Merger Co, Inc. are Richard D. Tadler, President and Chief       
Executive Officer, and David S.B. Lang, Treasurer and Secretary.                

Dates Referenced Herein   and   Documents Incorporated by Reference

				Referenced-On Page
This ‘SC 13D’ Filing		Date		First		Last			Other Filings
Filed on:		6/25/99		12					SC 13D
		6/18/99		11					8-K
		6/14/99		1		11			8-K
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