-----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, EOVfjQDRRLE2k+xXrBQxAW/pSs+sPKmCMJjz9R8cQko1ufPVMpYm+s+7egPQ47Yz yBqobvUK8REVFP0X9m6Vbw== 0000897069-97-000067.txt : 19970222 0000897069-97-000067.hdr.sgml : 19970222 ACCESSION NUMBER: 0000897069-97-000067 CONFORMED SUBMISSION TYPE: SC 13G PUBLIC DOCUMENT COUNT: 1 FILED AS OF DATE: 19970212 SROS: NASD GROUP MEMBERS: VAN WAGONER CAPITAL MANAGEMENT, INC. GROUP MEMBERS: VAN WAGONER FUNDS INC SUBJECT COMPANY: COMPANY DATA: COMPANY CONFORMED NAME: NCS HEALTHCARE INC CENTRAL INDEX KEY: 0001004990 STANDARD INDUSTRIAL CLASSIFICATION: RETAIL-DRUG STORES AND PROPRIETARY STORES [5912] IRS NUMBER: 341816187 STATE OF INCORPORATION: DE FISCAL YEAR END: 0731 FILING VALUES: FORM TYPE: SC 13G SEC ACT: 1934 Act SEC FILE NUMBER: 005-47039 FILM NUMBER: 97528108 BUSINESS ADDRESS: STREET 1: 3201 ENTERPRISE PARKWAY STREET 2: SUITE 2200 CITY: BEACHWOOD STATE: OH ZIP: 44122 MAIL ADDRESS: STREET 1: 1400 MCDONALD INVESTMENT CENTER STREET 2: 800 SUPERIOR AVE CITY: CLEVELAND STATE: OH ZIP: 44114 FILED BY: COMPANY DATA: COMPANY CONFORMED NAME: VAN WAGONER FUNDS INC CENTRAL INDEX KEY: 0001002556 STANDARD INDUSTRIAL CLASSIFICATION: [] STATE OF INCORPORATION: MD FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: SC 13G BUSINESS ADDRESS: STREET 1: 207 EAST BUFFALO ST STREET 2: STE 400 CITY: MILWAUKEE STATE: WI ZIP: 53202 BUSINESS PHONE: 4142715885 MAIL ADDRESS: STREET 1: 207 EAST BUFFALO STREET SUITE 400 CITY: MILWAUKEE STATE: WI ZIP: 53202 FORMER COMPANY: FORMER CONFORMED NAME: HX FUNDS INC DATE OF NAME CHANGE: 19951020 SC 13G 1 SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13G Under the Securities Exchange Act of 1934 NCS HEALTHCARE, INC. (Name of Issuer) Common Stock (Title of Class of Securities) 628874109 (CUSIP Number) 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). (Continued on following page(s)) CUSIP No. 628874109 1 NAME OF REPORTING PERSON S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON Van Wagoner Capital Management, Inc. - 94-3235240 2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a) [ ] (b) [x] 3 SEC USE ONLY 4 CITIZENSHIP OR PLACE OF ORGANIZATION Delaware 5 SOLE VOTING POWER NUMBER OF -0- SHARES 6 SHARED VOTING POWER BENEFICIALLY -0- OWNED BY 7 SOLE DISPOSITIVE POWER EACH 590,300 REPORTING PERSON 8 SHARED DISPOSITIVE POWER WITH -0- 9 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 590,300 10 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES [_] Not Applicable 11 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9) 5.64%* 12 TYPE OF REPORTING PERSON IA * Based upon an aggregate of 10,471,328 shares outstanding at November 7, 1996. 1 NAME OF REPORTING PERSON S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON Van Wagoner Funds, Inc. - 39-1836333, 39-1836332, 39-1836331 2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a) [ ] (b) [x] 3 SEC USE ONLY 4 CITIZENSHIP OR PLACE OF ORGANIZATION Maryland 5 SOLE VOTING POWER NUMBER OF 525,000 6 SHARED VOTING POWER SHARES -0- BENEFICIALLY OWNED BY 7 SOLE DISPOSITIVE POWER EACH -0- REPORTING 8 SHARED DISPOSITIVE POWER PERSON -0- WITH 9 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 525,000 10 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES [_] 11 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9) 5.01%* 12 TYPE OF REPORTING PERSON IV * Based upon an aggregate of 10,471,328 shares outstanding at November 7, 1996. Item 1(a). Name of Issuer: NCS Healthcare, Inc. Item 1(b). Address of Issuer's Principal Executive Offices: 3201 Enterprise Parkway Suite 220 Beachwood, Ohio 44122 Item 2(a). Name of Person Filing: The persons filing this Schedule 13G are (i) Van Wagoner Capital Management, Inc., an investment adviser registered under Section 203 of the Investment Advisers Act of 1940 and (ii) Van Wagoner Funds, Inc., an investment company registered under the Investment Company Act of 1940. Van Wagoner Funds, Inc. has three portfolios, each with a separate I.R.S. identification number, Van Wagoner Emerging Growth Fund, Van Wagoner Micro-Cap Fund and Van Wagoner Mid-Cap Fund. Van Wagoner Capital Management, Inc. is the investment adviser to Van Wagoner Funds, Inc. Attached as Exhibit 1 hereto, which is incorporated by reference herein, is an agreement between Van Wagoner Capital Management, Inc. and Van Wagoner Funds, Inc. that this Schedule 13G is filed on behalf of each of them. Item 2(b). Address of Principal Business Office or, if none, Residence: One Bush Street, Suite 1150 San Francisco, California 94104 (for both Van Wagoner Capital Management, Inc. and Van Wagoner Funds, Inc.) Item 2(c). Citizenship: Van Wagoner Capital Management, Inc. is a Delaware corporation. Van Wagoner Funds, Inc. is a Maryland corporation. Item 2(d). Title of Class or Securities: Common Stock Item 2(e). CUSIP Number: 628874109 Item 3. If this statement is filed pursuant to Rules 13d-1(b), or 13d- 2(b), check whether the person filing is a: [ ] Broker or Dealer registered under Section 15 of the Act [ ] Bank as defined in Section 3(a)(6) of the Act [ ] Insurance Company as defined in Section 3(a)(19) of the Act [X] Investment Company registered under Section 8 of the Investment Company Act (Van Wagoner Funds, Inc.) [X] Investment Adviser registered under Section 203 of the Investment Advisers Act of 1940 (Van Wagoner Capital Management, Inc.) [ ] Employee Benefit Plan, Pension Fund which is subject to the provisions of the Employee Retirement Income Security Act of 1974 or Endowment Fund [ ] Parent Holding Company [ ] Group [ ] N/A Item 4. Ownership. Van Wagoner Capital Management, Inc. (a) Amount Beneficially Owned: 590,300* (b) Percent of Class: 5.64% (c) Number of shares as to which such group has: (i) sole power to vote or to direct the vote: -0- (ii) shared power to vote or to direct the vote: -0- (iii) sole power to dispose or to direct the disposition of: 590,300 (iv) shared power to dispose or to direct the disposition of: -0- Van Wagoner Funds, Inc. (a) Amount Beneficially Owned: 525,000* (b) Percent of Class: 5.01% (c) Number of shares as to which such group has: (i) sole power to vote or to direct the vote: 525,000 (ii) shared power to vote or to direct the vote: -0- (iii) sole power to dispose or to direct the disposition of: -0- (iv) shared power to dispose or to direct the disposition of: -0- __________________ * Van Wagoner Capital Management, Inc. and Van Wagoner Funds, Inc. share beneficial ownership over the same 525,000 shares. Item 5. Ownership of Five Percent or Less of a Class. N/A Item 6. Ownership of More than Five Percent on Behalf of Another Person. N/A Item 7. Identification and Classification of the Subsidiary Which Acquired the Security Being Reported on By the Parent Holding Company. N/A Item 8. Identification and Classification of Members of the Group. N/A Item 9. Notice of Dissolution of Group. N/A Item 10. Certification. 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. February 12, 1997 VAN WAGONER CAPITAL MANAGEMENT, INC. By: /S/ GARRETT R. VAN WAGONER Garrett R. Van Wagoner, President VAN WAGONER FUNDS, INC. By: /S/ GARRETT R. VAN WAGONER Garrett R. Van Wagoner, President EXHIBIT 1 AGREEMENT dated as of February 12, 1997, by and among Van Wagoner Capital Management, Inc., a Delaware corporation and Van Wagoner Funds, Inc., a Maryland corporation. WHEREAS, in accordance with Rule 13d-1(f) of the Securities Exchange Act of 1934 (the "Act"), only one such statement need be filed whenever two or more persons are required to file a statement pursuant to Section 13(d) of the Act with respect to the same securities, provided that said persons agree in writing that such statement is filed on behalf of each of them. NOW, THEREFORE, in consideration of the premises and mutual agreements herein contained, the parties hereto agree as follows: Both Van Wagoner Capital Management, Inc. and Van Wagoner Funds, Inc. hereby agree, in accordance with Rule 13d-1(f) under the Act, to file one Statement on Schedule 13G relating to their ownership of the Common Stock of NCS Healthcare, Inc., and hereby further agree that said Statement shall be filed on behalf of both Van Wagoner Capital Management, Inc. and Van Wagoner Funds, Inc. Nothing herein shall be deemed to be an admission that the parties hereto, or any of them, are members of a "group" (within the meaning of Section 13(d) of the Act and the rules promulgated thereunder) with respect to any securities of NCS Healthcare, Inc. IN WITNESS WHEREOF, the parties have executed this agreement as of the date first written above. VAN WAGONER CAPITAL MANAGEMENT, INC. By: /S/ GARRETT R. VAN WAGONER Garrett R. Van Wagoner, President VAN WAGONER FUNDS, INC. By: /S/ GARRETT R. VAN WAGONER Garrett R. Van Wagoner, President -----END PRIVACY-ENHANCED MESSAGE-----