-----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, SvBrvsUISKyvfH7bjfRJngqo/htsIjfk+xhIaYiLWJQL7xnE1LE/O8ThKT8QJXKc IA1rKMUv8uALs4OJtoxJaQ== 0000950124-02-002888.txt : 20020830 0000950124-02-002888.hdr.sgml : 20020830 20020830144828 ACCESSION NUMBER: 0000950124-02-002888 CONFORMED SUBMISSION TYPE: SC 13D/A PUBLIC DOCUMENT COUNT: 3 FILED AS OF DATE: 20020830 GROUP MEMBERS: ALIX PARTNERS, LLC GROUP MEMBERS: JAY ALIX FILED BY: COMPANY DATA: COMPANY CONFORMED NAME: JAY ALIX & ASSOCIATES INC CENTRAL INDEX KEY: 0001171521 IRS NUMBER: 382439073 STATE OF INCORPORATION: MI FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: SC 13D/A BUSINESS ADDRESS: STREET 1: 2000 TOWN CENTER STREET 2: SUITE 2400 CITY: SOUTHFIELD STATE: MI ZIP: 48075 BUSINESS PHONE: 2483584420 SUBJECT COMPANY: COMPANY DATA: COMPANY CONFORMED NAME: HANGER ORTHOPEDIC GROUP INC CENTRAL INDEX KEY: 0000722723 STANDARD INDUSTRIAL CLASSIFICATION: SERVICES-SPECIALTY OUTPATIENT FACILITIES, NEC [8093] IRS NUMBER: 840904275 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: SC 13D/A SEC ACT: 1934 Act SEC FILE NUMBER: 005-40189 FILM NUMBER: 02754143 BUSINESS ADDRESS: STREET 1: TWO BETHESDA METRO CENTER STREET 2: SUITE 1300 CITY: BETHESDA STATE: MD ZIP: 20814 BUSINESS PHONE: 3019860701 MAIL ADDRESS: STREET 1: TWO BETHESDA METRO CENTER STREET 2: SUITE 1300 CITY: BETHESDA STATE: MD ZIP: 20814 FORMER COMPANY: FORMER CONFORMED NAME: CELLTECH COMMUNICATIONS INC DATE OF NAME CHANGE: 19860304 FORMER COMPANY: FORMER CONFORMED NAME: SEQUEL CORP DATE OF NAME CHANGE: 19890814 SC 13D/A 1 k71618sc13dza.txt AMENDMENT NO. 1 TO SCHEDULE 13D SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13D/A Under the Securities Exchange Act of 1934 - -------------------------------------------------------------------------------- (Amendment No. 1)* HANGER ORTHOPEDIC GROUP, INC. (Name of Issuer) Common Stock, $.01 par value - -------------------------------------------------------------------------------- (Title of Class of Securities) 41043F208 - -------------------------------------------------------------------------------- (CUSIP Number) Ivan R. Sabel Chairman and Chief Executive Officer Two Bethesda Metro Center Suite 1300 Bethesda, MD 20814 (301) 986-0701 - -------------------------------------------------------------------------------- (Name, Address and Telephone Number of Person Authorized to Receive Notices and Communications) July 23, 2002 - -------------------------------------------------------------------------------- (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 that is the subject of this Schedule 13D, and is filing this schedule because of Sections 240.13d-1(e), 240.13d-1(f) or 240.13d-1(g), check the following box. / / Note: Schedules filed in paper format shall include a signed original and five copies of the schedule, including all exhibits. See Section 240.13d-7 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 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. 4043F28 Page 2 of 10 - ----------------- --------------------- - -------------------------------------------------------------------------------- 1 NAMES OF REPORTING PERSONS/ I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY) AlixPartners Holdings, Inc., 38-2439073 formerly known as Jay Alix & Associates, Inc. - -------------------------------------------------------------------------------- 2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a) [X] (See Instructions) (b) [ ] - -------------------------------------------------------------------------------- 3 SEC USE ONLY - -------------------------------------------------------------------------------- 4 SOURCE OF FUNDS (See Instructions) OO. To date, there has been no purchase and therefore no need for funds. - -------------------------------------------------------------------------------- 5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) or 2(e) [ ] - -------------------------------------------------------------------------------- 6 CITIZENSHIP OR PLACE OF ORGANIZATION AlixPartners Holdings, Inc., is a Michigan corporation. - -------------------------------------------------------------------------------- 7 SOLE VOTING POWER NUMBER OF SHARES - 0 - BENEFICIALLY OWNED BY ------------------------------------------------------ EACH 8 SHARED VOTING POWER REPORTING PERSON 601,218 WITH ------------------------------------------------------ 9 SOLE DISPOSITIVE POWER - 0 - ------------------------------------------------------ 10 SHARED DISPOSITIVE POWER 601,218 - -------------------------------------------------------------------------------- 11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 601,218 - -------------------------------------------------------------------------------- 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) 3.1% - -------------------------------------------------------------------------------- 14 TYPE OF REPORTING PERSON (See Instructions) CO - ----------------- --------------------- CUSIP No. 4043F28 Page 3 of 10 - ----------------- --------------------- - -------------------------------------------------------------------------------- 1 NAMES OF REPORTING PERSONS/ I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY) AlixPartners, LLC 38-3637158 - -------------------------------------------------------------------------------- 2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a) [X] (See Instructions) (b) [ ] - -------------------------------------------------------------------------------- 3 SEC USE ONLY - -------------------------------------------------------------------------------- 4 SOURCE OF FUNDS (See Instructions) OO. To date, there has been no purchase and therefore no need for funds. - -------------------------------------------------------------------------------- 5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) or 2(e) [ ] - -------------------------------------------------------------------------------- 6 CITIZENSHIP OR PLACE OF ORGANIZATION AlixPartners, LLC, is a Delaware limited liability company. - -------------------------------------------------------------------------------- 7 SOLE VOTING POWER NUMBER OF SHARES - 0 - BENEFICIALLY OWNED BY ------------------------------------------------------ EACH 8 SHARED VOTING POWER REPORTING PERSON 601,218 WITH ------------------------------------------------------ 9 SOLE DISPOSITIVE POWER - 0 - ------------------------------------------------------ 10 SHARED DISPOSITIVE POWER 601,218 - -------------------------------------------------------------------------------- 11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 601,218 - -------------------------------------------------------------------------------- 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) 3.1% - -------------------------------------------------------------------------------- 14 TYPE OF REPORTING PERSON (See Instructions) CO - ----------------- --------------------- CUSIP No. 4043F28 Page 4 of 10 - ----------------- --------------------- - -------------------------------------------------------------------------------- 1 NAMES OF REPORTING PERSONS/ I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY) Jay Alix - -------------------------------------------------------------------------------- 2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a) [X] (b) [ ] - -------------------------------------------------------------------------------- 3 SEC USE ONLY - -------------------------------------------------------------------------------- 4 SOURCE OF FUNDS (See Instructions) OO. To date, there has been no purchase and therefore no need for funds. - -------------------------------------------------------------------------------- 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 - -------------------------------------------------------------------------------- 7 SOLE VOTING POWER NUMBER OF SHARES - 0 - BENEFICIALLY OWNED BY ------------------------------------------------------ EACH 8 SHARED VOTING POWER REPORTING PERSON 601,218 WITH ------------------------------------------------------ 9 SOLE DISPOSITIVE POWER - 0 - ------------------------------------------------------ 10 SHARED DISPOSITIVE POWER 601,218 - -------------------------------------------------------------------------------- 11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 601,218 - -------------------------------------------------------------------------------- 12 CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES [ ] (See Instructions) - -------------------------------------------------------------------------------- 13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 11 3.1% - -------------------------------------------------------------------------------- 14 TYPE OF REPORTING PERSON (See Instructions) IN --------------------- Page 5 of 10 --------------------- ITEM 1. SECURITY AND ISSUER. The title of the class of equity securities to which this Statement on Schedule 13D/A (Amendment No. 1) relates is Common Stock, par value $.01 per share ("Common Stock"), of Hanger Orthopedic Group, Inc., a Delaware corporation (the "Company"). The address of the Company's principal executive office is Two Bethesda Metro Center, Suite 1300, Bethesda, Maryland 20814. ITEM 2. IDENTITY AND BACKGROUND. This Statement on Schedule 13D/A (Amendment No. 1) is being filed by AlixPartners, LLC ("AP, LLC"), and its parents, AlixPartners Holdings, Inc., formerly known as Jay Alix & Associates, Inc. ("JA&A"), and Jay Alix (collectively "Parents"), to amend the Statement on Schedule 13D dated April 18, 2002, previously filed by Parents. As of July 1, 2002, JA&A transferred substantially all of its assets, including its options to acquire shares of Common Stock of the Company, to AP, LLC. The corporate headquarters for AP, LLC is 2000 Town Center, Suite #2400, Southfield, Michigan 48075. AP, LLC provides turnaround and restructuring services, and other consultation services, to distressed companies and their equity owners. AP, LLC has not, during the last five years, been convicted in a criminal proceeding (excluding traffic violations or similar misdemeanors). AP, LLC has not, during the last five years, been a party to a civil proceeding of a judicial or administrative body of competent jurisdiction and as a result of such proceeding 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. ITEM 3. SOURCE AND AMOUNT OF FUNDS OR OTHER CONSIDERATION. The original Statement on Schedule 13D was filed to report the grant by the Company to Parents on December 12, 2001 of the right and option to purchase from the Company all or part of an aggregate of 1,202,436 shares of Common Stock. This option became exercisable on June 18, 2002. Effective July 1, 2002, the option was transferred by JA&A, for no consideration, to its wholly-owned subsidiary, AP, LLC. As of July 23, 2002, the option was amended to provide for the cancellation of AP, LLC's right and option to purchase from the Company 601,218 shares of Common Stock in exchange for the payment from the Company to AP, LLC of $2,392,704. The remaining 601,218 options remain exercisable in whole or in part at any time prior to their expiration on May 31, 2007, at a price of $1.40 per share. ITEM 4. PURPOSE OF TRANSACTION. The options were originally granted to JA&A as partial consideration for services rendered to the Company by JA&A pursuant to a letter agreement dated January 23, 2001 (the "Letter Agreement") between the Company and JA&A. By granting these options, the Company sought to provide JA&A an additional incentive inherent in the ownership of the Company's Common Stock. As of July 23, 2002, the Company and AP, LLC, as successor to JA&A, amended the Letter Agreement to provide for the cancellation of options to purchase 601,218 shares of Common Stock granted to JA&A pursuant to the Letter Agreement in exchange for the payment by the Company to AP, LLC of $2,392,704. The Company also agreed to register with the SEC, at its cost, the remaining options held by AP, LLC to purchase up to 601,218 shares of Common Stock. Pursuant to this agreement, on August 23, 2002, the Company filed a Registration Statement on Form S-3 to allow AP, LLC to sell, from time to time, all or some of the shares it may acquire upon the exercise of such options to the public market. Although AP, LLC intends to sell all or some of such option shares under the Registration Statement, it is not obligated to do so. --------------------- Page 6 of 10 --------------------- Other than as described above, neither AP, LLC nor Parents have any current plans or proposals which relate to, or would result in, (a) any acquisition or disposition of securities of the Company, (b) any extraordinary corporate transaction, such as a merger, reorganization or liquidation, involving the Company or any of its subsidiaries, (c) any sale or transfer of a material amount of assets of the Company or any of its subsidiaries, (d) any change in the present board of directors or management of the Company, including any plans or proposals to change the number or term of directors or to fill any existing vacancies on the Board, except that, from time to time, the Company might add additional directors if it finds qualified candidates willing to serve, (e) any material change in the Company's present capitalization or dividend policy, (f) any other material change in the Company's business or corporate structure, (g) any changes in the Company's Articles of Incorporation or Bylaws or other actions which may impede the acquisition of control of the Company by any person, (h) causing a class of securities of the Company to be delisted from a national securities exchange or to cease to be authorized to be quoted in an inter-dealer quotation system of a registered national securities association, (i) a class of the Company's equity securities becoming eligible for termination of registration pursuant to Section 12(g)(4) of the Securities Exchange Act of 1934, as amended, or (j) any action similar to those enumerated above. ITEM 5. INTEREST IN SECURITIES OF THE ISSUER. The number and percentage of Common Shares beneficially owned as of July 23, 2002 are as follows:
Number Percent ------ ------- AlixPartners, LLC, AlixPartners 601,218 (1) 3.1% (2) Holdings, Inc. and Jay Alix
(1) The shares shown above as beneficially owned by AlixPartners Holdings, Inc. and Jay Alix consist of the 601,218 shares that AP, LLC has the right to acquire, at an exercise price of $1.40 per shares, pursuant to the exercise of options granted to it under a Non-Qualified Stock Option Agreement, as amended. (2) Based on the 19,512,213 shares of Common Stock reported as outstanding as of August 8, 2002 in the Company's Quarterly Report on Form 10-Q for the period ending June 30, 2002. AlixPartners, LLC, AlixPartners Holdings, Inc. and Jay Alix share voting and investment power over the 601,218 shares of Common Stock reported above as beneficially owned by them. Except as described in Item 4 above, there have not been any transactions in the Company's Common Stock effected by AP, LLC, AlixPartners Holdings, Inc. or Jay Alix. No person is known to have the right to receive, or the power to direct the receipt of, dividends from, or the proceeds from the sale of, the Common Stock beneficially owned by AP, LLC. ITEM 6. CONTRACTS, ARRANGEMENTS, UNDERSTANDINGS OR RELATIONSHIPS WITH RESPECT TO SECURITIES OF THE ISSUER. The options granted to AP, LLC are described in Item 5 and are subject to the terms of a Non-Qualified Stock Option Agreement, as amended by the Term Sheet dated July 23, 2002, between AP, LLC, as successor to AlixPartners Holdings, Inc. (formerly known as Jay Alix & Associates, Inc.), and the Company. The options are not transferable other than to a successor by operation of law. --------------------- Page 7 of 10 --------------------- ITEM 7. MATERIAL TO BE FILED AS EXHIBITS. 1. Term Sheet dated July 23, 2002, between Hanger Orthopedic Group, Inc. and AlixPartners, LLC. 2. Agreement of Joint Filing between AlixPartners, LLC, AlixPartners Holdings, Inc. (formerly known as Jay Alix & Associates, Inc.), and Jay Alix. Signature After reasonable inquiry and to the best of my knowledge and belief, each of the undersigned certifies that the information set forth in this statement is true, complete and correct. ALIXPARTNERS, LLC By: AlixPartners Holdings, Inc., its Manager Dated: August 30, 2002 By: /s/ Melvin R. Christiansen -------------------------------------- Melvin R. Christiansen Its: Treasurer Dated: August 30, 2002 ALIXPARTNERS HOLDINGS, INC., formerly known as Jay Alix & Associates, Inc. By: /s/ Melvin R. Christiansen -------------------------------------- Melvin R. Christiansen Its: Treasurer Dated: August 30, 2002 /s/ Jay Alix ------------------------------------------ JAY ALIX --------------------- Page 8 of 10 --------------------- Exhibit Index Description Exhibit No. 1. Term Sheet dated July 23, 2002, between Hanger Orthopedic Group, Inc. and AlixPartners, LLC. 2. Agreement of Joint Filing between AlixPartners, LLC, AlixPartners Holdings, Inc. (formerly known as Jay Alix & Associates, Inc.), and Jay Alix. EX-1 3 k71618exv1.txt TERM SHEET DATED JULY 23, 2002 --------------------- Page 9 of 10 --------------------- EXHIBIT 1 TERM SHEET This Term Sheet is intended to summarize the material provisions under which each of Hanger Orthopedic Group, Inc. ("Hanger") and Jay Alix & Associates, Inc., now known as AlixPartners, LLC ("AlixPartners") desire to amend the terms of (i) the Non-qualified Stock Option Agreement, dated as of December 12, 2001, between Hanger and AlixPartners (the "Option Agreement") and (ii) the Letter Agreement, dated January 23, 2001 between AlixPartners and Hanger (the "Letter Agreement"). In the event each of Hanger and AlixPartners confirm their agreement with the provisions of this Term Sheet by signing this Term Sheet in the spaces provided below, then within five (5) business days after the signing of this Term Sheet by both parties, Hanger will present this matter to its Board of Directors for its approval. In the event of such Board approval, Hanger will then cause its counsel to prepare the appropriate transactional documents for the mutual approval of both Hanger and AlixPartners in order to formally complete this matter. The material terms of this transaction are as follows: 1. The Option Agreement will be amended to reduce the number of shares of Hanger Common Stock underlying the Option Agreement by one-half (1/2) from 1,202,436 shares to 601,218 shares in consideration for the payment by Hanger to AlixPartners of $2,392,704.00. 2. In the event the provisions of this Term Sheet are approved by the Board of Directors of Hanger, then within fifteen (15) business days after such approval by the Hanger Board of Directors, Hanger will file a registration statement with the SEC with respect to the remaining 601,218 shares of Hanger Common Stock which will underlie the Option Agreement after the amendment thereof as described in the first paragraph of this Term Sheet and Hanger will use its best efforts to obtain the effectiveness of that registration statement with the SEC, with the subsequent sale by AlixPartners of such shares (a) being subject to a volume limitation of no more than 40,000 shares being sellable by AlixPartners in any calendar week thereafter until all such shares have been sold, or (b) constituting a larger block trade on terms which are reasonably acceptable to Hanger. 3. The Letter Agreement will be amended to reflect that any future success fees, if earned by AlixPartners, or any previously earned but unpaid success fees will only be paid in cash, with the right to receive a portion of any such success fee in the form of a stock option for any further shares of Hanger Common Stock being hereafter deleted from the terms of the Letter Agreement. By signing this Term Sheet below, each of Hanger and AlixPartners confirm their agreement with the provisions of this Term Sheet. HANGER ORTHOPEDIC GROUP, INC. ALIXPARTNERS, LLC By: /s/ Ivan R. Sabel By: /s/ Melvin R. Christiansen ------------------------- ----------------------------------- Name: Ivan R. Sabel Name: Melvin R. Christiansen Title: CEO Title: Treasurer Date: July 23, 2002 July 19, 2002 EX-2 4 k71618exv2.txt AGREEMENT OF JOINT FILING --------------------- Page 10 of 10 --------------------- EXHIBIT 2 AGREEMENT OF JOINT FILING AlixPartners, LLC, Alix Partners Holdings, Inc. (formerly known as Jay Alix & Associates, Inc.), and Jay Alix hereby agree that the Schedule 13D to which this Agreement is attached as an exhibit may be filed on behalf of each such person. ALIXPARTNERS, LLC By: AlixPartners Holdings, Inc., its Manager Dated: August 30, 2002 By: /s/ Melvin R. Christiansen --------------------------------------- Melvin R. Christiansen Its: Treasurer ALIXPARTNERS HOLDINGS, INC., formerly known as Jay Alix & Associates, Inc. Dated: August 30, 2002 By: /s/ Melvin R. Christiansen -------------------------------------------- Melvin R. Christiansen Its: Treasurer Dated: August 30, 2002 /s/ Jay Alix ----------------------------------------------- JAY ALIX -----END PRIVACY-ENHANCED MESSAGE-----