SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, DC 20549
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SCHEDULE 13G
(Rule 13d-102)
INFORMATION TO BE INCLUDED IN STATEMENTS FILED PURSUANT
TO RULES 13d-1(b), (c), AND (d) AND AMENDMENTS THERETO FILED
PURSUANT TO RULE 13d-2(c)
(AMENDMENT )
AMERICAN HEALTHWAYS, INC.
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(Name of Issuer)
COMMON STOCK
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(Title of Class of Securities)
02649V104
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(CUSIP Number)
DECEMBER 31, 2000
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(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)
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CUSIP No. 02649V104 13G Page 1 of 5 Pages
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1. NAMES OF REPORTING PERSONS J.P. Morgan Chase & Co.
I.R.S. IDENTIFICATION NO. OF ABOVE PERSONS (ENTITIES ONLY) 13-2624428
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2. CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (a) |_|
(b) | |
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3. SEC USE ONLY
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4. CITIZENSHIP OR PLACE OF ORGANIZATION
Delaware
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NUMBER OF 5. SOLE VOTING POWER 501,350
SHARES
BENEFICIALLY 6. SHARED VOTING POWER 0
OWNED BY
EACH 7. SOLE DISPOSITIVE POWER 501,350
REPORTING
PERSON WITH 8. SHARED DISPOSITIVE 0
POWER
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9. AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
501,350
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10. CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES | |
CERTAIN SHARES*
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11. PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
6.0%
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12. TYPE OF REPORTING PERSON* HC
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Item 1(a). Name of Issuer:
AMERICAN HEALTHWAYS, INC.
Item 1(b). Address of Issuer's Principal Executive Offices:
3841 GREEN HILLS VILLAGE DRIVE
NASHVILLE, TN 37215
Item 2(a). Name of Person Filing:
J.P. MORGAN CHASE & CO
Item 2(b). Address of Principal Business Office or, if None, Residence:
270 PARK AVE
NEW YORK, NY 10017
Item 2(c). Citizenship:
Delaware
Item 2(d). Title of Class of Securities:
COMMON STOCK
unless otherwise noted, security being reported is common stock
Item 2(e). CUSIP Number: 02649V104
Item 3. If this Statement is Filed Pursuant to Rule 13d-1(b), or 13d-2(b)
or (c), Check Whether the Person Filing is a:
(a) |_| Broker or dealer registered under Section 15 of the Exchange Act;
(b) | | Bank as defined in Section 3(a)(6) of the Exchange Act;
(c) |_| Insurance company as defined in Section 3(a)(19) of the
Exchange Act;
(d) |_| Investment company registered under Section 8 of the Investment
Company Act;
(e) |_| An investment adviser in accordance with Rule 13d-1(b)(1)(ii)(E);
(f) |_| An employee benefit plan or endowment fund in accordance with
Rule 13d-1(b)(1)(ii)(F);
(g) |X| A parent holding company or control person in accordance with
Rule 13d-1(b)(1)(ii)(G);
(h) |_| A savings association as defined in Section 3(b) of the Federal
Deposit Insurance Act;
(i) |_| A church plan that is excluded from the definition of an investment
company under Section 3(c)(14) of the Investment Company Act;
(j) |_| Group, in accordance with Rule 13d-1(b)(1)(ii)(J).
If this statement is filed pursuant to Rule 13d-1(b), check this box. |X|
Page 2 of 5 Pages
Item 4. Ownership.
Provide the following information regarding the aggregate number and
percentage of the class of securities of issuer identified in Item 1.
(a) Amount beneficially owned: 501,350
Including 0 shares where there is a Right to Acquire.
(b) Percent of class: 6.0%
(c) Number of shares as to which such person has:
(i) Sole power to vote or to direct the vote: 501,350
(ii) Shared power to vote or to direct the vote: 0
(iii) Sole power to dispose or to direct the disposition of: 501,350
(iv) Shared power to dispose or to direct the disposition of: 0
Item 5. Ownership of Five Percent or Less of a Class. Not applicable
If this statement is being filed to report the fact that as of the date
hereof the reporting person has ceased to be the beneficial owner of more than
five percent of the class of securities, check the following. |_|
Item 6. Ownership of More than Five Percent on Behalf of Another Person.
J.P. Morgan Chase & Co. is the beneficial owner of 501,350 shares of the
Issuer's common stock on behalf of other persons known to have one or more of
the following:
the right to receive dividends for such securities;
the power to direct the receipt of dividends from such securities;
the right to receive the proceeds from the sale of such securities;
the right to direct the receipt of proceeds from the sale of such securities;
No such person is known to have an interest in more than 5% of the class of
securities reported herein unless such person is identified below.
Item 7. Identification and Classification of the Subsidiary Which Acquired the
Security being reported on by the Parent Holding Company.
This notice is filed on behalf of J.P. Morgan Chase & Co. and its wholly owned
subsidiaries, Robert Fleming, Inc.
Item 8. Identification and Classification of Members of the Group.
Not applicable
Item 9. Notice of Dissolution of Group.
Not applicable
Item 10. Certifications.
By signing below I certify that, to the best of my knowledge and belief,
the securities referred to above 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 the securities and were not acquired and are not held in connection
with or as a participant in any transaction having that purpose or effect.
Page 3 of 5 Pages
SIGNATURE
After reasonable inquiry and to the best of my knowledge and belief, I
certify that the information set forth in this statement is true, complete and
correct.
Dated: FEBURARY 09, 2001 J.P. Morgan Chase & Co.
By: /s/ Margaret R. Rubin
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Margaret R. Rubin
Vice President - Corporate Compliance
The original statement shall be signed by each person on whose behalf
the statement is filed or his authorized representative. If the statement is
signed on behalf of a person by his authorized representative (other than an
executive officer or general partner of the filing person), evidence of the
representative's authority to sign on behalf of such person shall be filed with
the statement, provided, however, that a power of attorney for this purpose
which is already on file with the Commission may be incorporated by reference.
The name and any title of each person who signs the statement shall be typed or
printed beneath his signature.
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