-----BEGIN PRIVACY-ENHANCED MESSAGE----- Proc-Type: 2001,MIC-CLEAR Originator-Name: webmaster@www.sec.gov Originator-Key-Asymmetric: MFgwCgYEVQgBAQICAf8DSgAwRwJAW2sNKK9AVtBzYZmr6aGjlWyK3XmZv3dTINen TWSM7vrzLADbmYQaionwg5sDW3P6oaM5D3tdezXMm7z1T+B+twIDAQAB MIC-Info: RSA-MD5,RSA, PqSjZNM+lyRy3iGu+FyzbbbT/KTpIGMhZmV+3cvwcAZFB3zK5ejs6KEU1fTkiEud 6Tx5XF7BDB2fq+sD/SMHag== 0001015402-99-000710.txt : 19990716 0001015402-99-000710.hdr.sgml : 19990716 ACCESSION NUMBER: 0001015402-99-000710 CONFORMED SUBMISSION TYPE: SC 13D/A PUBLIC DOCUMENT COUNT: 2 FILED AS OF DATE: 19990715 GROUP MEMBERS: GAINOR MEDICAL MANAGEMENT LLC GROUP MEMBERS: GAINOR MEDICAL U.S.A. INC. GROUP MEMBERS: MARK J. GAINOR SUBJECT COMPANY: COMPANY DATA: COMPANY CONFORMED NAME: MATRIA HEALTHCARE INC CENTRAL INDEX KEY: 0001007228 STANDARD INDUSTRIAL CLASSIFICATION: SERVICES-HOME HEALTH CARE SERVICES [8082] IRS NUMBER: 582205984 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: SC 13D/A SEC ACT: SEC FILE NUMBER: 005-50321 FILM NUMBER: 99664989 BUSINESS ADDRESS: STREET 1: 1850 PARKWAY PL STREET 2: 12TH FL CITY: MARIETTA STATE: GA ZIP: 30067 BUSINESS PHONE: 7704234500 MAIL ADDRESS: STREET 1: 1850 PARKWAY PLACE STREET 2: 12TH FL CITY: MARIETTA STATE: GA ZIP: 30067 FILED BY: COMPANY DATA: COMPANY CONFORMED NAME: GAINOR MEDICAL MANAGEMENT LLC CENTRAL INDEX KEY: 0001077653 STANDARD INDUSTRIAL CLASSIFICATION: [] IRS NUMBER: 582180682 FILING VALUES: FORM TYPE: SC 13D/A BUSINESS ADDRESS: STREET 1: 2205 HIGHWAY 42 N CITY: MCDONOUGH STATE: GA ZIP: 30253 BUSINESS PHONE: 7704740474 MAIL ADDRESS: STREET 1: 2205 HIGHWAY 42 N CITY: MCDONOUGH STATE: GA ZIP: 30253 SC 13D/A 1 CUSIP No. 576817100 Page 1 of 6 UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 SCHEDULE 13D UNDER THE SECURITIES EXCHANGE ACT OF 1934 (AMENDMENT NO. 1)* Matria Healthcare, Inc. (Name of Issuer) Common Stock, Par Value $.01 Per Share (Title of Class of Securities) 576817100 (CUSIP Number) David A. Wisniewski Nelson Mullins Riley & Scarborough, L.L.P. First Union Plaza, Suite 1400 999 Peachtree Street, N.E. Atlanta, GA 30309 Telephone: (404) 817-6000 (Name, Address and Telephone Number of Person Authorized to Receive Notices and Communications) January 19, 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 which is the subject of this Schedule 13D, and is filing this schedule because of Rule 13b-1(b)(3) or (4), check the following box [ ]. *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 ("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). CUSIP No. 576817100 Page 2 of 6 SCHEDULE 13D 1 NAMES OF REPORTING PERSONS I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY) Gainor Medical Management, LLC 2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (a) (b) 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 Georgia NUMBER OF 7 SOLE VOTING POWER SHARES none BENEFICIALLY 8 SHARED VOTING POWER OWNED BY 6,222,222 EACH 9 SOLE DISPOSITIVE POWER REPORTING none PERSON WITH 10 SHARED DISPOSITIVE POWER 6,222,222 11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 6,222,222 12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES* 13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 14.6% 14 TYPE OF REPORTING PERSON* OO *SEE INSTRUCTIONS BEFORE FILLING OUT! CUSIP No. 576817100 Page 3 of 6 SCHEDULE 13D 1 NAMES OF REPORTING PERSONS I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY) Gainor Medical U.S.A. Inc. 2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (a) (b) 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 California NUMBER OF 7 SOLE VOTING POWER SHARES none BENEFICIALLY 8 SHARED VOTING POWER OWNED BY 6,222,222 EACH 9 SOLE DISPOSITIVE POWER REPORTING none PERSON WITH 10 SHARED DISPOSITIVE POWER 6,222,222 11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 6,222,222 12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES* 13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 14.6% 14 TYPE OF REPORTING PERSON* CO *SEE INSTRUCTIONS BEFORE FILLING OUT! CUSIP No. 576817100 Page 4 of 6 SCHEDULE 13D 1 NAMES OF REPORTING PERSONS I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY) Mark J. Gainor 2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (a) (b) 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 Canada NUMBER OF 7 SOLE VOTING POWER SHARES none BENEFICIALLY 8 SHARED VOTING POWER OWNED BY 6,222,222 EACH 9 SOLE DISPOSITIVE POWER REPORTING none PERSON WITH 10 SHARED DISPOSITIVE POWER 6,222,222 11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 6,222,222 12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES* 13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 14.6% 14 TYPE OF REPORTING PERSON* IN *SEE INSTRUCTIONS BEFORE FILLING OUT! CUSIP No. 576817100 Page 5 of 6 This amendment No. 1 to Schedule 13D is being filed solely to amend Item 7, the Exhibit Index and the legend with respect to confidential treatment appearing on the cover page of Exhibit 7.2. ITEM 7. MATERIAL TO BE FILED AS EXHIBITS
Exhibit No. Identification of Exhibit 7.1 * Joint Filing Agreement between Gainor Medical Management, L.L.C. and Gainor Medical U.S.A., INC. dated as of January 27, 1999. 7.2 * Purchase and Sale Agreement between Matria Healthcare, Inc. and Gainor Medical Management, L.L.C. dated as of December 21, 1998. (Portions of this exhibit have been omitted pursuant to a request for confidential treatment but have been filed separately with the Securities and Exchange Commission.) 7.3 * Standstill Agreement dated January 19, 1999 by and among the Issuer, Mark Gainor, and SZ Investments, L.L.C. ______________________ * Filed herewith
Appendix A ---------- Rod Dammeyer is Managing Partner of Equity Group Corporate Investments of Equity Group Investments, L.L.C. ("EGI LLC"), a Delaware limited liability company that is a privately owned investment management firm. EGI-Investors is a Delaware limited liability company whose managing member is SZ Investments, L.L.C. ("SZ"). The managing member of SZ is Zell General Partnership, Inc., an Illinois corporation whose sole shareholder is the Zell Revocable Trust and its sole director is Samuel Zell. Mr. Zell is Chairman of the Board of Directors of EGI LLC and EGI-Investors. The principal business address of Messrs. Dammeyer and Zell and each of EGI LLC, EGI-Investors, SZ and the Zell General Partnership, Inc. is Two North Riverside Plaza, Chicago, Illinois 60606. Messrs. Dammeyer and Zell are United States citizens. (signatures begin on subsequent page) CUSIP No. 576817100 Page 6 of 6 SIGNATURES After due 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: July 14, 1999. GAINOR MEDICAL MANAGEMENT, LLC MARK J. GAINOR: By: /s/ Mark J. Gainor --------------------------------- Mark J. Gainor, President /s/ Mark J. Gainor --------------------- GAINOR MEDICAL U.S.A. INC. By:/s/ Mark J. Gainor --------------------------------- Mark J. Gainor, President
INDEX TO EXHIBITS EXHIBIT SEQUENTIAL NUMBER DESCRIPTION - ------- ------------------------------------------------------------------------- 7.1 * Joint Filing Agreement between Gainor Medical Management, L.L.C. and Gainor Medical U.S.A., INC. dated as of January 27, 1999. 7.2 * Purchase and Sale Agreement between Matria Healthcare, Inc. and Gainor Medical Management, L.L.C. dated as of December 21, 1998. (Portions of this exhibit have been omitted pursuant to a request for confidential treatment but have been filed separately with the Securities and Exchange Commission.) 7.3 * Standstill Agreement dated January 19, 1999 by and among the Issuer, Mark Gainor, and SZ Investments, L.L.C. ______________________ * Incorporated by reference
EX-7.2 2 EXHIBIT 7.2 PURCHASE AND SALE AGREEMENT BETWEEN MATRIA HEALTHCARE, INC., PURCHASER, AND GAINOR MEDICAL MANAGEMENT, L.L.C., SELLER DATED AS OF DECEMBER 21, 1998 *** Indicates information omitted pursuant to a request for confidential treatment under Rule 24b-2 of the Securities and Exchange Commission and which has been filed separately with the Securities and Exchange Commission. -----END PRIVACY-ENHANCED MESSAGE-----