UNITED STATES SECURITIES AND
EXCHANGE COMMISSION
Washington, D.C. 20549
Schedule 13G/A
Under the Securities Exchange Act of 1934
(Amendment No. 2)
Information to be included in statements filed
pursuant to Rule 13d-1 (b) (c) and (d) and Amendments thereto
filed pursuant to Rule 13d-2 (b).
QuadraMed Corporation
(Name of Issuer)
Common Stock, $0.01 par value
(Title of Class of Securities)
74730W101
(CUSIP Number)
December 31, 2005
(Date of Event which Requires Filing of this Statement)
Check the appropriate box to designate the rule pursuant
to which this Schedule is filed:
[x] Rule 13d-1 (b)
[ ] Rule 13d-1 (c)
[ ] Rule 13d-1 (d)
*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 the disclosures provided in a prior cover page.
The information required in 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 ("Act") 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).
SCHEDULE 13G/A
Issuer: QuadraMed Corporation CUSIP No.: 74730W101
1 NAMES OF REPORTING PERSONS I.R.S.
IDENTIFICATION NOS. OF ABOVE PERSONS
MacKay Shields LLC
IRS# 13-4080466;
2 CHECK THE APPROPRIATE BOX IF A MEMBER
OF A GROUP
(a)
(b)
3 SEC USE ONLY
4 CITIZENSHIP OR PLACE OF ORGANIZATION
Delaware (United States)
NUMBER OF SHARES 5 SOLE VOTING POWER 20,377,381
BENEFICIALLY 6 SHARED VOTING POWER
OWNED BY 0
EACH 7 SOLE DISPOSITIVE POWER 20,377,381
REPORTING
PERSON 8 SHARED DISPOSITIVE POWER
WITH 0
9 AGGREGATE AMOUNT BENEFICIALLY OWNED
BY EACH REPORTING PERSON
Total: 20,377,381
10 CHECK IF THE AGGREGATE AMOUNT IN
ROW (11) EXCLUDES CERTAIN SHARES
Not Applicable
11 PERCENT OF CLASS REPRESENTED BY AMOUNT
IN ROW 11
36.87%
12 TYPE OF REPORTING PERSON
IA
SCHEDULE 13G/A
Issuer: QuadraMed Corporation CUSIP No.: 74730W101
ITEM 1
(a) Name of Issuer:
QUADRAMED CORPORATION
(b) Address of Issuer's Principal Executive Offices:
12110 Sunset Hills Road
Reston, Virginia 20190
ITEM 2(a) Name of Person Filing:
MacKay Shields LLC
(b) Address of Principal Business Office:
9 West 57th Street
New York, NY 10019
(c) Citizenship:
United States
(d) Title of Class of Securities:
Common Stock, $0.01 par value
(e) CUSIP Number: 74730W101
ITEM 3
If this statement is filed pursuant to Sections 240.
13d-1(b), or 240.13d-2(b) or (c), check whether
the person filing is a:
(a) [ ] Broker or dealer registered under
Section 15 of the Act (15 U.S.C. 78o);
(b) [ ] Bank as defined in section 3(a)(6) of the Act
(15 U.S.C. 78c);
(c) [ ] Insurance Company as defined in section
3(a)(19) of the Act (15 U.S.C. 78C);
(d) [ ] Investment company registered under Section
8 of the Investment Company Act if 1940
(15 U.S.C. 80a-8);
(e) [ X] An investment adviser in accordance with Section
240.13d-1(b)(1)(ii)(E);
(f) [ ] An employee benefit plan or endowment fund in accordance
with Section 240.13d-1(b)(1)(ii)(F);
(g) [ ] A parent holding company or control person in
accordance with Section 240.13d-1(b)(1)(ii)(G);
(h) [ ] A savings associations as defined in Section
3(b) of the Federal Deposit Insurance Act (12 U.S.C. 1813);
(i) [ ] A church plan that is excluded from the
definition of an insurance company under Section 3 (c)(14)
of the Investment Company Act of 1940 (15 U.S.C. 80a-3);
(j) [ ] Group, in accordance with section 240.13d-1 (b)(1)(ii)(J).
SCHEDULE 13G/A
Issuer: QuadraMed Corporation CUSIP No.: 74730W101
ITEM 4. Ownership.
MacKay Shields LLC, an investment adviser registered under Section
203 of the Investment Advisers Act of 1940, is deemed to be the beneficial
owner of
20,377,381 shares or 36.87% of the Common Stock believed to be outstanding
as a result of acting as investment adviser to various clients. The amount
deemed beneficially owned includes 6,553,929 shares of common stock and
13,823,452 shares of common stock issuable upon the conversion of 1,880,000
shares of the Issuer's Series A Cumulative Mandatory Convertible Preferred
Stock, par value $0.01 per share with a conversion rate of 7.3529%
(the "Preferred Stock"). The percent of class is calculated based on
55,268,202 shares of common stock outstanding,which number is calculated by
adding 41,444,750 (the number of shares of common stock outstanding of the
Company as of December 31, 2005 and 13,823,452 (the number of shares of
common stock deemed held as a result of the beneficial ownership of the
Preferred Stock.
ITEM 5. Ownership of Five Percent or Less of a Class.
Not Applicable
ITEM 6. OWNERSHIP OF MORE THAN FIVE PERCENT ON BEHALF OF ANOTHER PERSON
MacKay Shields LLC, an investment adviser registered under Section 203
of the Investment Advisers Act of 1940, is deemed to be the beneficial owner of
20,377,381 shares or 36.87% of the Common Stock believed to be outstanding as a
result of acting as investment adviser to various clients. Clients of MacKay
Shields LLC have the right to receive and the ultimate power to direct the
receipt of dividends from, or the proceeds of the sale of, such securities.
MainStay High Yield Corporate Bond Fund, a registered investment Company for
which
Mackay Shields acts as sub-investment adviser, may be deemed to beneficially
own 13.68% of the outstanding common stock of the Company. New York Life
Investment Management LLC,an indirect wholly owned subsidiary of New York
Life and an affiliate of Mackay Shields LLC, is the manager of MainStay High
Yield Corporate Bond Fund. The percent of each class owned by each of these
persons
is calculated based on the amount of common stock of the company outstanding,
which
number is calculated by adding the number of shares of the common stock
outstanding and the number of shares of common stock deemed held as
a result of the beneficial ownership of the Preferred Stock by
that person, without giving effect to the amount of common stock
deemed held as a result of the beneficial ownership of the
Preferred Stock by other persons.
ITEM 7. IDENTIFICATION AND CLASSIFICATION OF THE SUBSIDIARY WHICH ACQUIRED THE
SECURITY BEING REPORTED ON BY THE PARENT HOLDING COMPANY OR CONTROL PERSON.
Not Applicable
ITEM 8. Identification and Classification of Members of the Group.
Not Applicable
ITEM 9. Notice of Dissolution of Group
Not Applicable
ITEM 10. Certification
By signing below I certify that, to the best of my knowledge and
belief, the securities referred to above were acquired and held in the
ordinary course of business and were not acquired and are not held for the
purpose of or with the effect of changing or influencing the control of the
issuer of such securities and were not acquired and are not held in connection
with or as a participant in any transaction having that purpose of effect.
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.
Date: January 10, 2006
Signature: /s/ Rene A. Bustamante
Name/Title: Rene A. Bustamante
Chief Compliance Officer