-----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, Ojwy7XEZDdd+6CMRQX1EGaYUen9I3zLhHamK930Qw31XSxM1sS1uVDDiUEwZGreq 9w4C90LEQAaNdFgbI6WpnQ== 0001104659-03-002123.txt : 20030213 0001104659-03-002123.hdr.sgml : 20030213 20030213170317 ACCESSION NUMBER: 0001104659-03-002123 CONFORMED SUBMISSION TYPE: SC 13G PUBLIC DOCUMENT COUNT: 2 FILED AS OF DATE: 20030213 GROUP MEMBERS: THOMA CRESSEY EQUITY PARTNERS, INC. GROUP MEMBERS: THOMA CRESSEY FRIENDS FUND VI, L.P. FILED BY: COMPANY DATA: COMPANY CONFORMED NAME: THOMA CRESSEY FUND VI L P CENTRAL INDEX KEY: 0001058852 FILING VALUES: FORM TYPE: SC 13G BUSINESS ADDRESS: STREET 1: 6100 SEARS TOWER CITY: CHICAGO STATE: IL ZIP: 60606 SUBJECT COMPANY: COMPANY DATA: COMPANY CONFORMED NAME: SELECT MEDICAL CORP CENTRAL INDEX KEY: 0001035688 STANDARD INDUSTRIAL CLASSIFICATION: SERVICES-SPECIALTY OUTPATIENT FACILITIES, NEC [8093] IRS NUMBER: 232872718 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: SC 13G SEC ACT: 1934 Act SEC FILE NUMBER: 005-61617 FILM NUMBER: 03560700 BUSINESS ADDRESS: STREET 1: 4716 OLD GETTYSBURG RD CITY: MECHANICSBURG STATE: PA ZIP: 17055 BUSINESS PHONE: 7179721100 MAIL ADDRESS: STREET 1: 4716 OLD GETTYSBURG RD CITY: MECHANICSBURG STATE: PA ZIP: 17055 SC 13G 1 j7493_sc13g.htm SC 13G

SEC 1745
(02-02)


Potential persons who are to respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB control number.

 

 

UNITED STATES

OMB APPROVAL

 

SECURITIES AND EXCHANGE COMMISSION

OMB Number:
3235-0145

 

Washington, D.C. 20549

Expires: December 31, 2005

 

SCHEDULE 13G

Estimated average burden hours per response. . 11

 

Under the Securities Exchange Act of 1934
(Amendment No.    )*

 

Select Medical Corporation

(Name of Issuer)

 

Common Stock, $0.01 Par Value

(Title of Class of Securities)

 

816196 10 9

(CUSIP Number)

 

February 12, 2003

(Date of Event Which Requires Filing of this Statement)

 

Check the appropriate box to designate the rule pursuant to which this Schedule is filed:

[     ]

Rule 13d-1(b)

[     ]

Rule 13d-1(c)

[ X ]

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).

 



 

 

CUSIP No.  816196 10 9

 

 

1.

Names of Reporting Persons. I.R.S. Identification Nos. of above persons (entities only)
Thoma Cressey Fund VI, L.P.

 

 

2.

Check the Appropriate Box if a Member of a Group (See Instructions)

 

 

(a)

[     ]

 

 

(b)

[ X ]

 

 

3.

SEC Use Only

 

 

4.

Citizenship or Place of Organization
Delaware

 

 

 

Number of
Shares
Beneficially
Owned by
Each
Reporting
Person With

5.

Sole Voting Power
-0-

 

6.

Shared Voting Power
3,497,602 (See Item 4)

 

7.

Sole Dispositive Power
-0-

 

8.

Shared Dispositive Power
3,497,602 (See Item 4)

 

 

9.

Aggregate Amount Beneficially Owned by Each Reporting Person
3,497,602 (See Item 4)

 

 

10.

Check if the Aggregate Amount in Row (9) Excludes Certain Shares (See Instructions)  [ X ]

 

 

11.

Percent of Class Represented by Amount in Row (9)
7.5%

 

 

12.

Type of Reporting Person (See Instructions)
PN

 

 

2



 

 

1.

Names of Reporting Persons. I.R.S. Identification Nos. of above persons (entities only)
Thoma Cressey Fund VI, L.P.

 

 

2.

Check the Appropriate Box if a Member of a Group (See Instructions)

 

 

(a)

[     ]

 

 

(b)

[ X ]

 

 

3.

SEC Use Only

 

 

4.

Citizenship or Place of Organization
Delaware

 

 

 

Number of
Shares
Beneficially
Owned by
Each
Reporting
Person With

5.

Sole Voting Power
-0-

 

6.

Shared Voting Power
3,497,602 (See Item 4)

 

7.

Sole Dispositive Power
-0-

 

8.

Shared Dispositive Power
3,497,602 (See Item 4)

 

 

9.

Aggregate Amount Beneficially Owned by Each Reporting Person
3,497,602 (See Item 4)

 

 

10.

Check if the Aggregate Amount in Row (9) Excludes Certain Shares (See Instructions)  [ X ]

 

 

11.

Percent of Class Represented by Amount in Row (9)
7.5%

 

 

12.

Type of Reporting Person (See Instructions)
PN

 

3



 

 

1.

Names of Reporting Persons. I.R.S. Identification Nos. of above persons (entities only)
Thoma Cressey Equity Partners, Inc.

 

 

2.

Check the Appropriate Box if a Member of a Group (See Instructions)

 

 

(a)

[     ]

 

 

(b)

[ X ]

 

 

3.

SEC Use Only

 

 

4.

Citizenship or Place of Organization
Delaware

 

 

 

Number of
Shares
Beneficially
Owned by
Each
Reporting
Person With

5.

Sole Voting Power
-0-

 

6.

Shared Voting Power
3,497,602 (See Item 4)

 

7.

Sole Dispositive Power
-0-

 

8.

Shared Dispositive Power
3,497,602 (See Item 4)

 

 

9.

Aggregate Amount Beneficially Owned by Each Reporting Person
3,497,602 (See Item 4)

 

 

10.

Check if the Aggregate Amount in Row (9) Excludes Certain Shares (See Instructions)  [ X ]

 

 

11.

Percent of Class Represented by Amount in Row (9)
7.5%

 

 

12.

Type of Reporting Person (See Instructions)
CO

 

4



 

Item 1.

 

(a)

Name of Issuer
Select Medical Corporation

 

(b)

Address of Issuer's Principal Executive Offices
4716 Old Gettysburg Road Mechanicsburg, PA 17055

 

Item 2.

 

(a)

Name of Person Filing
This Schedule 13G is being jointly filed by each of the following persons pursuant to Rule 13-d(1)(k) promulgated by the Securities and Exchange Commission pursuant to Section 13 of the Securities and Exchange Act of 1934, as amended (the "Act"):

 

 

Thoma Cressey Fund VI, L.P.,
Thoma Cressey Friends Fund VI, L.P.,
Thoma Cressey Equity Partners, Inc.,

 

 

or collectively, the "Reporting Persons."  The Reporting Persons have entered into a Joint Filing Agreement, dated February 12, 2003, a copy of which is filed with this Schedule 13G as Exhibit A, pursuant to which the Reporting Persons have agreed to file this statement jointly in accordance with the provisions of Rule 13d-1(k)(1) under the Act.

 

 

The Reporting Persons may be deemed to constitute a "group" for purposes of Section 13(d)(3) of the Act.  Pursuant to Rule 13d-4 of the Act, the Reporting Persons expressly declare that the filing of this statement shall not be construed as an admission that any such person is, for the purposes of Section 13(d) and/or Section 13(g) of the Act or otherwise, the beneficial owner of any securities covered by this statement held by any other person.  The Reporting Persons expressly disclaim that they have agreed to act as a group other than as described in this Schedule 13G.

 

(b)

Address of Principal Business Office or, if none, Residence
The address of the principal business office of each of the Reporting Persons is 233 Wacker Drive, 92nd Floor, Chicago, IL 60606.

 

(c)

Citizenship
Thoma Cressey Fund VI, L.P. and Thoma Cressey Friends Fund, L.P. are limited partnerships organized under the laws of the state of Delaware.  Thoma Cressey Equity Partners, Inc. is a corporation organized under the laws of the state of Delaware.

 

(d)

Title of Class of Securities
Common Stock, par value $.01 per share.

 

5



 

 

(e)

CUSIP Number
816196 10 9

 

Item 3.

If this statement is filed pursuant to Rules 13d-1(b), or 13d-2(b) or (c), check whether the person filing is a:

 

This Schedule is not being filed pursuant to Rule 13d-1(b) or Rule 13d-2(b) or (c) and, therefore, none of the above are applicable.

Item 4.

Ownership

Provide the following information regarding the aggregate number and percentage of the class of securities of the issuer identified in Item 1.

 

(a)

Amount beneficially owned:   
As of December 31, 2002, Thoma Cressey Fund VI, L.P. ("Fund VI") was the direct beneficial owner of 3,462,859 shares (the "Fund VI Shares").  Thoma Cressey Equity Partners, Inc. ("TCEP") is the general partner of TC Partners VI, L.P., which is the general partner of Fund VI and thus, TCEP may be deemed to be the indirect beneficial owner of the Fund V Shares.  TCEP disclaims beneficial ownership of the Fund V Shares.  Thoma Cressey Friends Fund VI, L.P. ("Friends VI") has the same general partner as Fund VI and thus may be deemed to be the indirect beneficial owner of the Fund VI Shares.  Friends VI disclaims beneficial ownership of the Fund VI Shares.

 

As of December 31, 2002, Friends VI was the direct beneficial owner of 34,625 shares (the "Friends VI Shares").  TCEP is the general partner of TC Partners VI, L.P., which is the general partner of Friends VI and thus, TCEP may be deemed to be the indirect beneficial owner of the Friends VI Shares.  TCEP disclaims beneficial ownership of the Friends VI Shares.  Fund VI has the same general partner as Friends VI and thus may be deemed to be the indirect beneficial owner of the Friends VI Shares.  Fund VI disclaims beneficial ownership of the Friends VI Shares.

As of December 31, 2002, TCEP was the direct beneficial owner of 118 shares (the "TCEP Shares").  TCEP is the general partner of TC Partners VI, L.P., which is the general partner of Fund VI and Friends VI and thus, Fund VI and Friend VI may be deemed to be the indirect beneficial owner of the TCEP Shares.  Fund VI and Friends VI disclaim beneficial ownership of the TCEP Shares.

 

The Reporting Persons may be deemed to constitute a "group" for purposes of Section 13(d)(3) of the Act.  Pursuant to Rule 13d-4 of the Act, the Reporting Persons expressly declare that the filing of this statement shall not be construed as an admission that any such person is, for the purposes of Section 13(d) and/or Section 13(g) of the Act or otherwise, the beneficial owner of any securities covered by this statement held by any other person.  The Reporting Persons expressly disclaim that they have agreed to act as a group other than as described in this Schedule 13G.

 

(b)

Percent of class:   
7.5%.  All ownership percentages of the securities reported herein are based upon 46,667,205 shares of Common Stock outstanding as of October 31, 2002, as disclosed in the Issuer's Quarterly Report on Form 10-Q filed with the Securities and Exchange Commission on November 13, 2002 for the fiscal quarter ended September 30, 2002.

 

6



 

 

(c)

Number of shares as to which the person has:

 

 

(i)

Sole power to vote or to direct the vote   
(see Item 4(a)):                                                               -0-

 

 

(ii)

Shared power to vote or to direct the vote   
(see Item 4(a)):                                                               3,497,602

 

 

(iii)

Sole power to dispose or to direct the disposition of   
(see Item 4(a)):                                                               -0-

 

 

(iv)

Shared power to dispose or to direct the disposition of   
(see Item 4(a)):                                                               3,497,602

 

Item 5.

Ownership of Five Percent or Less of a Class

If this statement is being filed to report the fact that as of the date hereof each of the Reporting Persons 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

See response to Item 4.

 

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

Not applicable.

 

7



 

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:  February 12, 2003

 

THOMA CRESSEY FUND VI, L.P.

 

 

By:

TC Partners VI, L.P.

Its:

General Partner

 

 

By:

Thoma Cressey Equity Partners, Inc.

Its:

General Partner

 

 

By:

  /s/ Bryan C. Cressey

 

Bryan C. Cressey, Principal

 

 

 

 

THOMA CRESSEY FRIENDS FUND VI, L.P.

 

 

By:

TC Partners VI, L.P.

Its:

General Partner

 

 

By:

  /s/ Bryan C. Cressey

 

Bryan C. Cressey, Principal

 

 

 

 

THOMA CRESSEY EQUITY PARTNERS, INC.

 

 

By:

Bryan C. Cressey

Its:

Principal

 

 

  /s/ Bryan C. Cressey

Bryan C. Cressey

 

 

 

8


EX-99.1 3 j7493_ex99d1.htm EX-99.1

Exhibit A

 

AGREEMENT REGARDING THE JOINT FILING OF SCHEDULE 13G

 

The undersigned hereby agree as follows:

 

(i)            Each of them is individually eligible to use the Schedule 13G to which this Exhibit is attached, and such Schedule 13G is filed on behalf of each of them; and

 

(ii)           Each of them is responsible for the timely filing of such Schedule 13G and any amendments thereto, and for the completeness and accuracy of the information concerning such person contained therein; but none of them is responsible for the completeness or accuracy of the information concerning the other persons making the filing, unless such person knows or has reason to believe that such information is inaccurate.

 

Date:  February 12, 2003

 

 

THOMA CRESSEY FUND VI, L.P.

 

 

 

By: TC Partners VI, L.P.

 

Its: General Partner

 

 

 

By: Thoma Cressey Equity Partners, Inc.

 

Its: General Partner

 

 

 

By:

/s/ Bryan C. Cressey

 

 

 

Bryan C. Cressey, Principal

 

 

 

 

 

THOMA CRESSEY FRIENDS FUND VI, L.P.

 

 

 

By: TC Partners VI, L.P.

 

Its: General Partner

 

 

 

By:

/s/ Bryan C. Cressey

 

 

 

Bryan C. Cressey, Principal

 

 

1



 

 

 

THOMA CRESSEY EQUITY PARTNERS, INC.

 

 

 

By: Bryan C. Cressey.

 

Its: Principal

 

 

 

/s/ Bryan C. Cressey

 

 

Bryan C. Cressey

 

2



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