-----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, Hp/xq1LIq/aiVPYu6Uwk7PkuyHGhQKJYBooefGNWRjFendfut0aSbegqL7gqSuJf 5cD06zUVAlNPItmNETt1MA== 0000899243-99-001929.txt : 19990910 0000899243-99-001929.hdr.sgml : 19990910 ACCESSION NUMBER: 0000899243-99-001929 CONFORMED SUBMISSION TYPE: SC 13D PUBLIC DOCUMENT COUNT: 1 FILED AS OF DATE: 19990909 GROUP MEMBERS: CORPORATE OPPORTUNITIES FUND (INSTITUTIONAL), L.P. GROUP MEMBERS: CORPORATE OPPORTUNITIES FUND LP GROUP MEMBERS: JAMES C. GALE GROUP MEMBERS: SANDERS MORRIS MUNDY INC. GROUP MEMBERS: SMM CORPORATE MANAGEMENT, LLC SUBJECT COMPANY: COMPANY DATA: COMPANY CONFORMED NAME: PREMIER RESEARCH WORLDWIDE LTD CENTRAL INDEX KEY: 0001026650 STANDARD INDUSTRIAL CLASSIFICATION: SERVICES-TESTING LABORATORIES [8734] IRS NUMBER: 223264604 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: SC 13D SEC ACT: SEC FILE NUMBER: 005-53083 FILM NUMBER: 99708748 BUSINESS ADDRESS: STREET 1: 124 SOUTH 15TH ST CITY: PHILADELPHIA STATE: PA ZIP: 19172 BUSINESS PHONE: 2159720420 MAIL ADDRESS: STREET 1: 124 SOUTH 15TH STREET CITY: PHILADELPHIA STATE: PA ZIP: 19102 FILED BY: COMPANY DATA: COMPANY CONFORMED NAME: CORPORATE OPPORTUNITIES FUND LP CENTRAL INDEX KEY: 0001087340 STANDARD INDUSTRIAL CLASSIFICATION: UNKNOWN SIC - 0000 [0000] STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: SC 13D BUSINESS ADDRESS: STREET 1: 126 EAST 56TH STREET STREET 2: 24TH FLOOR CITY: NEW YORK STATE: NY ZIP: 10022 BUSINESS PHONE: 2129800789 MAIL ADDRESS: STREET 1: 126 EAST 56TH STREET STREET 2: 24TH FLOOR CITY: NEW YORK STATE: NY ZIP: 10022 SC 13D 1 SCHEDULE 13D UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13D Under the Securities Exchange Act of 1934 (Amendment No. _____)* PREMIER RESEARCH WORLDWIDE LTD. (Name of Issuer) Common Stock (Title of Class of Securities) 740568 10 0 (CUSIP Number) James C. Gale 126 East 56th Street, 24th Floor, New York, New York 10022, 212-907-0789 (Name, Address and Telephone Number of Person Authorized to Receive Notices and Communications) August 27, 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 13d-1(b)(3) or (4), check the following box [ ]. Note. Schedules filed in paper form 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. *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. 740568 10 0 13D Page 2 of 13 Pages 1 NAMES OF REPORTING PERSONS/ I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY) Corporate Opportunities Fund, L.P. Corporate Opportunities Fund (Institutional), L.P. 2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (See Instructions) (a) [X] (b) [ ] 3 SEC USE ONLY 4 SOURCE OF FUNDS (See Instructions) WC 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 limited partnerships NUMBER OF 7 SOLE VOTING POWER 583,300 SHARES BENEFICIALLY 8 SHARED VOTING POWER None OWNED BY EACH 9 SOLE DISPOSITIVE POWER 583,300 REPORTING PERSON WITH 10 SHARED DISPOSITIIVE POWER None 11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 583,300 12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (See Instructions) [ ] 13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 8.56% 14 TYPE OF REPORTING PERSON (See Instructions) PN CUSIP NO. 740568 10 0 13D Page 3 of 13 Pages 1 NAMES OF REPORTING PERSONS/ I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY) Corporate Opportunities Fund, L.P. 2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (See Instructions) (a) [X] (b) [ ] 3 SEC USE ONLY 4 SOURCE OF FUNDS (See Instructions) WC 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 limited partnership NUMBER OF 7 SOLE VOTING POWER 90,900 SHARES BENEFICIALLY 8 SHARED VOTING POWER None OWNED BY EACH 9 SOLE DISPOSITIVE POWER 90,900 REPORTING PERSON WITH 10 SHARED DISPOSITIIVE POWER None 11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 90,900 12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (See Instructions) [ ] 13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 1.33% 14 TYPE OF REPORTING PERSON (See Instructions) PN CUSIP NO. 740568 10 0 13D Page 4 of 13 Pages 1 NAMES OF REPORTING PERSONS/ I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY) Corporate Opportunities Fund (Institutional), L.P. 2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (See Instructions) (a) [X] (b) [ ] 3 SEC USE ONLY 4 SOURCE OF FUNDS (See Instructions) WC 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 limited partnerships NUMBER OF 7 SOLE VOTING POWER 492,400 SHARES BENEFICIALLY 8 SHARED VOTING POWER None OWNED BY EACH 9 SOLE DISPOSITIVE POWER 492,400 REPORTING PERSON WITH 10 SHARED DISPOSITIIVE POWER None 11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 492,400 12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (See Instructions) [ ] 13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 7.22% 14 TYPE OF REPORTING PERSON (See Instructions) PN CUSIP NO. 740568 10 0 13D Page 5 of 13 Pages 1 NAMES OF REPORTING PERSONS/ I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY) SMM Corporate Management, LLC 2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (See Instructions) (a) [ ] (b) [ ] 3 SEC USE ONLY 4 SOURCE OF FUNDS (See Instructions) WC 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 limited liability company NUMBER OF 7 SOLE VOTING POWER 583,300 SHARES BENEFICIALLY 8 SHARED VOTING POWER None OWNED BY EACH 9 SOLE DISPOSITIVE POWER 583,300 REPORTING PERSON WITH 10 SHARED DISPOSITIIVE POWER None 11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 583,300 12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (See Instructions) [ ] 13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 8.56% 14 TYPE OF REPORTING PERSON (See Instructions) OO CUSIP NO. 740568 10 0 13D Page 6 of 13 Pages 1 NAMES OF REPORTING PERSONS/ I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY) Sanders Morris Mundy Inc. 2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (See Instructions) (a) [ ] (b) [ ] 3 SEC USE ONLY 4 SOURCE OF FUNDS (See Instructions) WC 5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) or 2(E) [ ] 6 CITIZENSHIP OR PLACE OF ORGANIZATION Texas NUMBER OF 7 SOLE VOTING POWER 583,300 SHARES BENEFICIALLY 8 SHARED VOTING POWER None OWNED BY EACH 9 SOLE DISPOSITIVE POWER 583,300 REPORTING PERSON WITH 10 SHARED DISPOSITIIVE POWER None 11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 583,300 12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (See Instructions) [ ] 13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 8.56% 14 TYPE OF REPORTING PERSON (See Instructions) CO CUSIP NO. 740568 10 0 13D Page 7 of 13 Pages 1 NAMES OF REPORTING PERSONS/ I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY) James C. Gale 2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (See Instructions) (a) [ ] (b) [ ] 3 SEC USE ONLY 4 SOURCE OF FUNDS (See Instructions) WC 5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) or 2(E) [ ] 6 CITIZENSHIP OR PLACE OF ORGANIZATION United States NUMBER OF 7 SOLE VOTING POWER 583,300 SHARES BENEFICIALLY 8 SHARED VOTING POWER None OWNED BY EACH 9 SOLE DISPOSITIVE POWER 583,300 REPORTING PERSON WITH 10 SHARED DISPOSITIIVE POWER None 11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 583,300 12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (See Instructions) [ ] 13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 8.56% 14 TYPE OF REPORTING PERSON (See Instructions) IN CUSIP NO. 740568 10 0 13D Page 8 of 13 Pages Item 1. Security and Issuer. This statement relates to the common stock, $.01 par value (the "Common Stock"), of Premier Research Worldwide, Ltd. The principal executive office of the issuer of such securities is located at 30 S. 17th Street, Philadelphia, Pennsylvania 19103. Item 2. Identity and Background. Corporate Opportunities Fund, L.P. and Corporate Opportunities Fund (Institutional), L.P. (the "Funds") are Delaware limited partnerships whose principal business is making investments in the securities of other entities. The address of their principal office is 126 East 56th Street, 24th Floor, New York, New York 10022. SMM Corporate Management, LLC (the "General Partner") is a Delaware limited liability company and the sole general partner of the Funds. The principal business of the General Partner is to act as general partner of the Funds. The address of its principal office is 126 East 56th Street, 24th Floor, New York, New York 10022. Sanders Morris Mundy Inc. is a Texas corporation and the controlling member of the General Partner. The address of its principal office is 3100 Chase Tower, Houston, Texas 77002. Attached as Appendix A is information concerning the executive officers and directors of Sanders Morris Mundy required to be disclosed in response to Item 2 and General Instruction C to Schedule 13D. Such executive officers and directors may be deemed, but are not conceded to be controlling persons of Sanders Morris Mundy. No corporation or other person is or may be deemed to be ultimately in control of Sanders Morris Mundy. Sanders Morris Mundy is a registered broker/dealer. James C. Gale is the Chief Investment Officer, a Manager, and Member of the General Partner. The address of his principal office is 126 East 56th Street, 24th Floor, New York, New York 10022. Mr. Gale is a citizen of the United States. Ben T. Morris is a Manager of the General Partner and President and a director of Sanders Morris Mundy Inc. The address of his principal office is 3100 Chase Tower, Houston, Texas 77002. Mr. Morris is a citizen of the United States. During the past five years, none of the reporting persons or any of the persons referred to in Appendix A has been convicted in a criminal proceeding (excluding traffic violations and similar misdemeanors). During the past five years, none of the reporting persons or any of the persons referred to in Appendix A was or is subject to a judgment, decree, or final order enjoining future violations of, or prohibiting or mandating activities subject to, federal or state securities laws or finding any violation with respect to such laws as a party to a civil proceeding of a judicial or administrative body of competent jurisdiction. CUSIP NO. 740568 10 0 13D Page 9 of 13 Pages Item 3. Source and Amount of Funds or Other Consideration. On August 27, 1999, Corporate Opportunities Fund, L.P. purchased 90,900 shares of Common Stock for an aggregate consideration of $545,400 and Corporate Opportunities Fund (Institutional), L.P. purchased 492,400 shares of Common Stock for an aggregate consideration of $2,954,400. The source of these funds was working capital of the Funds. Item 4. Purpose of Transaction. The Funds acquired 583,300 shares of Common Stock on August 27, 1999, from UM Holdings, Ltd., a New Jersey corporation, in a privately negotiated transaction. The Funds entered into this transaction for general investment purposes. The Funds intend to review continuously their investment in the Issuer and may or may not seek involvement in the Issuer's affairs. Depending on their evaluation of the Issuer's business and prospects and future developments, the Funds, or other individuals or entities that may be deemed to be affiliates of the Funds, may from time to time purchase additional securities of the Issuer, dispose of all or a portion of the securities held by such person, or cease buying or selling shares. Any additional purchases of securities may be in open market or privately negotiated transactions or otherwise. Except as described in this Item 4, the Funds have no present plans or proposals which relate or would result in: (a) the acquisition by any person of additional securities of the Issuer, or the disposition of securities of the Issuer, (b) an extraordinary corporate transaction such as a merger, reorganization or liquidation, involving the Issuer or any of its subsidiaries, (c) a sale or transfer of a material amount of assets of the Issuer or any of its subsidiaries, (d) any change in the present board of directors or management of the Issuer, (e) any material change to the present capitalization or dividend policy of the Issuer, (f) any other material change in the Issuer's business or corporate structure, (g) changes in the Issuer's charter, bylaws or instruments corresponding thereto or other actions which may impede the acquisition of control of the Issuer by any person, (h) causing a class of securities of the Issuer to be delisted from a national securities exchange or to cease to be authorized to be quoted on an inter-dealer quotation system of a registered national securities association, (i) a class of equity securities of the Issuer becoming eligible for termination of registration pursuant to Section 12(g)(4) of the Securities Exchange Act of 1934, as amended, or (j) any actions similar to any of those enumerated above. CUSIP NO. 740568 10 0 13D Page 10 of 13 Pages Item 5. Interest in Securities of the Issuer. (a) The aggregate number and percentage of shares of Common Stock of the Issuer beneficially owned by the persons identified in Item 2 is as follows: Aggregate Number of Percentage of Beneficial Owner Shares Owned Class Corporate Opportunities Fund, L.P. 90,000 1.33 Corporate Opportunities Fund (Institutional), L.P. 492,400 7.23 Corporate Opportunities Fund, L.P. and Corporate Opportunities Fund (Institutional), L.P. 583,300 8.56 SMM Corporate Management, LLC 583,300 8.56 Sanders Morris Mundy Inc. 583,300 8.56 James C. Gale 583,300 8.56 (b) The number of shares of Common Stock as to which there is sole power to direct the vote, shares power to vote or to direct the vote, sole power to dispose or direct the disposition, or shared power to dispose or direct the disposition for each of the Reporting Persons is set forth on the cover pages, and such information is incorporated herein by reference. To the knowledge of the Reporting Persons, the persons listed on Appendix A in response to Item 2 do not beneficially own any shares of Common Stock of the Issuer. (c) There have been no reportable transactions with respect to the Common Stock of the Issuer within the last 60 days by any of the Reporting Persons except for the acquisition of beneficial ownership of shares being reported on this Schedule 13D. (d) The Funds have the right to receive all dividends on the Common Stock. (e) Not applicable. Item 6. Contracts, Arrangements, Understandings or Relationships With Respect to Securities of the Issuer. None. CUSIP NO. 740568 10 0 13D Page 11 of 13 Pages Item 7. Material to be Filed as Exhibits. Exhibit Title A Joint Filing Agreement 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: September 5, 1999 Corporate Opportunities Fund, L.P. Corporate Opportunities Fund (Institutional), L.P. By: SMM Corporate Management, LLC By /s/ James C. Gale ---------------------------------------- James C. Gale, Manager ATTENTION: INTENTIONAL MISSTATEMENTS OR OMISSIONS OF FACT CONSTITUTE FEDERAL CRIMINAL VIOLATIONS (see 18 U.S.C. 1001). CUSIP NO. 740568 10 0 13D Page 12 of 13 Pages Exhibit A 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: May 28, 1999 Signatures: SMM Corporate Management, LLC By /s/ James C. Gale ---------------------------------- Name: James C. Gale Title: Manager and Chief Investment Officer Sanders Morris Mundy Inc. By /s/ James C. Gale ---------------------------------- Name: James C. Gale Title: Managing Director /s/ James C. Gale - ------------------------------------ James C. Gale ___________ Each Reporting Person certifies only the information in Item4 regarding, himself or itself, as the case may be. CUSIP NO. 740568 10 0 13D Page 13 of 13 Pages Appendix A Directors and Executive Officers of Sanders Morris Mundy Inc. The following table sets forth the name, business address, and present principal occupation or employment of each director and executive officer of Sanders Morris Mundy Inc. Unless otherwise indicated below, each such person is a citizen of the United States and the business address of each such person is 3100 Chase Tower, Houston, Texas 77002. Except as indicated below, during the last five years, none of the persons listed below has been convicted in a criminal proceeding (excluding traffic violations and similar misdemeanors) or was or is subject to a judgment, decree, or final order enjoining future violations of, or prohibiting or mandating activities subject to, federal or state securities laws or finding any violation with respect to such laws as a party to a civil proceeding of a judicial or administrative body of competent jurisdiction. Present Principal Occupation or Employment; Name Business Address - ---- ---------------- Don A. Sanders Chairman of the Executive Committee Ben T. Morris President, Chief Executive Officer, and Director George L. Ball Chairman of the Board John I. Mundy Director John E. Drury Director; Mr. Drury is Chief Executive Officer of Waste Management, Inc.; his business address is 1001 Fannin, Suite 4000, Houston, Texas 77002 Michael S. Chadwick Senior Vice President Charles L. Davis Vice President, Investment Banking & Assistant Secretary Bruce R. McMaken Vice President, Investment Banking Sandy Williams Secretary -----END PRIVACY-ENHANCED MESSAGE-----