-----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, L6MM1m6eb47EkYLNaXSoWLR28obz14H59bKDoeu76w6S1FAOwtA2zbPJcIPNGNeL TRvzE/UqwOOAwi8CDytnBQ== 0000903893-97-000854.txt : 19970610 0000903893-97-000854.hdr.sgml : 19970610 ACCESSION NUMBER: 0000903893-97-000854 CONFORMED SUBMISSION TYPE: SC 13D/A PUBLIC DOCUMENT COUNT: 1 FILED AS OF DATE: 19970606 SROS: NONE GROUP MEMBERS: DANIEL L. NIR GROUP MEMBERS: GOTHAM CAPITAL III L P ET AL SUBJECT COMPANY: COMPANY DATA: COMPANY CONFORMED NAME: TALBERT MEDICAL MANAGEMENT HOLDINGS CORP CENTRAL INDEX KEY: 0001027131 STANDARD INDUSTRIAL CLASSIFICATION: SERVICES-SPECIALTY OUTPATIENT FACILITIES, NEC [8093] IRS NUMBER: 330730363 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: SC 13D/A SEC ACT: 1934 Act SEC FILE NUMBER: 005-51023 FILM NUMBER: 97620476 BUSINESS ADDRESS: STREET 1: 3540 HOWARD WAY CITY: COSTA MESA STATE: CA ZIP: 92626-1417 BUSINESS PHONE: 7144364800 MAIL ADDRESS: STREET 1: 3540 HOWARD WAY CITY: COSTA MESA STATE: CA ZIP: 92626-1417 FILED BY: COMPANY DATA: COMPANY CONFORMED NAME: GOTHAM CAPITAL III L P ET AL CENTRAL INDEX KEY: 0000936075 STANDARD INDUSTRIAL CLASSIFICATION: [] IRS NUMBER: 061253453 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: SC 13D/A BUSINESS ADDRESS: STREET 1: 153 E 53RD ST STREET 2: 51ST FL CITY: NEW YORK STATE: NY ZIP: 10022-4611 BUSINESS PHONE: 2123194100 MAIL ADDRESS: STREET 1: 153 E 53RD ST STREET 2: 51ST FL CITY: NEW YORK STATE: NY ZIP: 10022 SC 13D/A 1 AMENDMENT NO.1 TO SCHEDULE 13D UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 SCHEDULE 13D Under the Securities Exchange Act of 1934 Amendment No. 1 TALBERT MEDICAL MANAGEMENT HOLDINGS CORPORATION ------------------------------------------------------------------------------ (Name of Issuer) Common Stock, No Par Value ------------------------------------------------------------------------------ (Title of Class of Securities) 874121-10-6 --------------------------------------------- (CUSIP Number) Bruce Berkowitz 100 Jericho Quadrangle Suite 212 Jericho, New York 11753 (212) 319-4100 -with copies to- Joseph F. Mazzella, Esq. Lane Altman & Owens LLP 101 Federal Street Boston, Massachusetts 02110 (617) 345-9800 ------------------------------------------------------------------------------ (Name, Address and Telephone Number of Person Authorized to Receive Notices and Communications) June 2, 1997 ------------------------------------------------------- (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 [ ]. Check the following box if a fee is being paid with the statement. (A fee is not required only if the reporting person: (1) has a previous statement on file reporting beneficial ownership of more than five percent of the class of securities described in Item 1; and (2) has filed no amendment subsequent thereto reporting beneficial ownership of five percent or less of such class.) (See Rule 13d-7.) [ ] NOTE: Six copies of this statement, including all exhibits, should be filed with the Commission. See Rule 13-d(a) 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). SCHEDULE 13D CUSIP NO. 874121-10-6 PAGE 2 OF 9 PAGES ----------- ------- ------- - -------------------------------------------------------------------------------- 1 Name of Reporting Person S.S. or I.R.S. Identification No. of Above Person Joel M. Greenblatt - -------------------------------------------------------------------------------- 2 Check the Appropriate Box if a Member of a Group* (a) |_| (b) |X| - -------------------------------------------------------------------------------- 3 SEC Use Only - -------------------------------------------------------------------------------- 4 Source of Funds* AF, PF - -------------------------------------------------------------------------------- 5 Check Box if Disclosure of Legal Proceeding is Required Pursuant to Items 2(d) or 2(e) |_| - -------------------------------------------------------------------------------- 6 Citizenship or Place of Organization USA - -------------------------------------------------------------------------------- Number of 7 Sole Voting Power 111,797 -------------------------------------------------- Shares Beneficially 8 Shared Voting Power 156,817 Owned by -------------------------------------------------- Each 9 Sole Dispositive Power 111,797 -------------------------------------------------- Reporting Person With 10 Shared Dispositive Power 156,817 - -------------------------------------------------------------------------------- 11 Aggregate Amount Beneficially Owned by Each Reporting Person 268,614 - -------------------------------------------------------------------------------- 12 Check Box if the Aggregate Amount in Row (11) Excludes Certain Shares* |_| - -------------------------------------------------------------------------------- 13 Percent of Class Represented by Amount in Row (11) 9.31% - -------------------------------------------------------------------------------- 14 Type of Reporting Person* IN - -------------------------------------------------------------------------------- *SEE INSTRUCTIONS BEFORE FILLING OUT! INCLUDE BOTH SIDES OF THE COVER PAGE, RESPONSES TO ITEMS 1-7 (INCLUDING EXHIBITS) OF THE SCHEDULE, AND THE SIGNATURE ATTESTATION. SCHEDULE 13D CUSIP NO. 874121-10-6 PAGE 3 OF 9 PAGES ----------- ------- ------- - -------------------------------------------------------------------------------- 1 Name of Reporting Person S.S. or I.R.S. Identification No. of Above Person Daniel L. Nir - -------------------------------------------------------------------------------- 2 Check the Appropriate Box if a Member of a Group* (a) |_| (b) |X| - -------------------------------------------------------------------------------- 3 SEC Use Only - -------------------------------------------------------------------------------- 4 Source of Funds* AF, PF - -------------------------------------------------------------------------------- 5 Check Box if Disclosure of Legal Proceeding is Required Pursuant to Items 2(d) or 2(e) |_| - -------------------------------------------------------------------------------- 6 Citizenship or Place of Organization USA - -------------------------------------------------------------------------------- Number of 7 Sole Voting Power 12,247 Shares -------------------------------------------------- Beneficially 8 Shared Voting Power 156,817 Owned by -------------------------------------------------- Each 9 Sole Dispositive Power 12,247 Reporting -------------------------------------------------- Person With 10 Shared Dispositive Power 156,817 - -------------------------------------------------------------------------------- 11 Aggregate Amount Beneficially Owned by Each Reporting Person 169,064 - -------------------------------------------------------------------------------- 12 Check Box if the Aggregate Amount in Row (11) Excludes Certain Shares* |_| - -------------------------------------------------------------------------------- 13 Percent of Class Represented by Amount in Row (11) 5.86% - -------------------------------------------------------------------------------- 14 Type of Reporting Person* IN - -------------------------------------------------------------------------------- *SEE INSTRUCTIONS BEFORE FILLING OUT! INCLUDE BOTH SIDES OF THE COVER PAGE, RESPONSES TO ITEMS 1-7 (INCLUDING EXHIBITS) OF THE SCHEDULE, AND THE SIGNATURE ATTESTATION. CUSIP NO. 874121-10-6 PAGE 4 OF 9 PAGES ----------- ------- ------- THIS AMENDMENT NO. 1 RELATES TO THE SCHEDULE 13D FILED ON BEHALF OF THE REPORTING PERSONS ON MAY 30, 1997. ITEMS 3 AND 5 OF SAID SCHEDULE 13D ARE HEREBY DELETED IN THEIR ENTIRETY AND REPLACED WITH THE TEXT OF ITEMS 3 AND 5 SET FORTH HEREINBELOW. ITEM 7 IS MODIFIED AS SET FORTH HEREIN. UNLESS OTHERWISE DEFINED HEREIN, ALL CAPITALIZED TERMS USED HEREIN SHALL HAVE THE MEANING ASCRIBED TO THEM IN SAID SCHEDULE 13D. ITEM 3. SOURCE AND AMOUNT OF FUNDS -------------------------- The source of the funds used by each of Messrs. Greenblatt and Nir to purchase Common Stock of the Issuer on behalf of Gotham III and Alfred LLC was working capital and margin borrowing through Speer Leeds and Kellogg. The approximate aggregate amount of funds of Gotham III used to purchase such Common Stock was $5,259,967.43 (exclusive of commissions and other expenses, but inclusive of $1,533,360.01 used to acquire transferable rights to subscribe for shares of Common Stock of the Issuer for $21.50 per share ("Rights"), which rights were distributed to the partners of Gotham III prior to the exercise thereof). The approximate aggregate amount of funds of Alfred LLC used to purchase Common Stock of the Issuer (exclusive of commissions and other expenses) was $3,150,789.64, including $637,273.94 used to acquire Rights, $623,220.50 used to acquire shares of Common Stock upon exercise of such Rights on May 20, 1997, and $1,890,295.19 used to acquire shares of Common Stock directly in open market purchases. The portion of funds used as described above which were provided by margin borrowing is not readily determinable and varies from time to time as a result of varying margin account availability and unrelated ongoing transactions in Gotham III's and Alfred LLC's accounts. Working capital was provided by capital contributions of partners and internally generated funds. The source of funds used by each of Messrs. Greenblatt and Nir to purchase Rights and Common Stock of the Issuer for their own accounts, and to exercise such Rights, were personal assets in the approximate amounts of $2,259,725.18 and $152,878.50. In addition, each of Messrs. Greenblatt and Nir received Rights from Gotham III as part of a distribution to partners on May 16, 1997. Messrs. Greenblatt and Nir subsequently exercised the Rights received from Gotham III, using additional personal assets in the approximate amounts of $1,029,140.50 and $170,495, respectively. ITEM 5. INTEREST IN SECURITIES OF THE ISSUER ------------------------------------ (a) The beneficial ownership by each of Joel M. Greenblatt and Daniel L. Nir of Common Stock of the Issuer as of the date hereof is as follows: No. of Shares Deemed to be Beneficially Owned: Nature of Ownership Percentage of Class - ------------------------- ------------------------- ------------------- 71,902 The record ownership and 2.50% economic interest in such shares is held by Alfred LLC. Messrs. Greenblatt and Nir are managing members of Alfred LLC and, therefore, may be deemed to have indirect beneficial ownership of, and shared voting and dispositive power with respect to, such shares. CUSIP NO. 874121-10-6 PAGE 5 OF 9 PAGES ----------- ------- ------- No. of Shares Deemed to be Beneficially Owned: Nature of Ownership Percentage of Class - ------------------------- ------------------------- ------------------- 84,915 The record ownership and 2.94% economic interest in such shares is held by Gotham III. Messrs. Greenblatt and Nir are general partners of Gotham III and, therefore, may be deemed to have indirect beneficial ownership of, and shared voting and dispositive power with respect to, such shares. 111,797 The record ownership and 3.87% economic interest in such shares is held by Mr. Greenblatt individually, and he has sole voting and dispositive power with respect thereto. Mr. Nir disclaims beneficial ownership of all such shares. 12,247 The record ownership and 0.42% economic interest in such shares is held by Mr. Nir individually, and he has sole voting and dispositive power with respect thereto. Mr. Greenblatt disclaims beneficial ownership of all such shares. ============== =============== 280,861 9.73% Under Section 13(d) of the Securities and Exchange Act of 1934, as amended, and the rules and regulations thereunder, as a result of the control relationships and individual holdings described above, Joel M. Greenblatt may be deemed to be the beneficial owner of 268,614 shares (9.31%) of the Common Stock of the Issuer. Under Section 13(d) of the Securities and Exchange Act of 1934, as amended, and the rules and regulations thereunder, as a result of the control relationships and individual holdings described above, Daniel L. Nir may be deemed to be the beneficial owner of 169,064 shares (5.86%) of the Common Stock of the Issuer. The number of shares beneficially owned and the percentage of outstanding shares represented thereby, for each of the Reporting Persons and other entities, have been computed in accordance with Rule 13d-3 under the Securities Exchange Act of 1934, as amended. The percentages of ownership described above are based on the 2,886,118 outstanding shares of Common Stock of the Issuer reported in the Issuer's Prospectus dated April 21, 1997. It does not include common equivalent shares resulting from options granted in September and November, 1996. CUSIP NO. 874121-10-6 PAGE 6 OF 9 PAGES ----------- ------- ------- (b) Alfred LLC and Gotham III each have the sole power to vote and dispose of the Common Stock of the Issuer beneficially owned by them. Such voting and dispositive power may be exercised on behalf of Alfred LLC by its Managing Members and on behalf of Gotham III by either of its general partners. Both Joel M. Greenblatt and Daniel L. Nir are the general partners of Gotham III and the managing members of Alfred LLC. Therefore, Joel M. Greenblatt and Daniel L. Nir may be deemed to each have shared voting and dispositive power over the 156,817 shares (5.44%) of the Common Stock of the Issuer beneficially owned in the aggregate by Gotham III and Alfred LLC. In addition, Messrs. Greenblatt and Nir each have sole voting and dispositive power over the 111,797 (3.87%) and 12,247 (0.42%) respectively owned by them for their own accounts. (c) Transactions in the securities of the Issuer reported on herein which have been effected in the past sixty days by the Reporting Persons are as follows (all such transactions were open market acquisitions of Common Stock or Rights except as otherwise indicated): Reporting No. of Shares/ Price Per Share/ Person Date Rights Right Total ------ ---- ------ ----- ----- Alfred, LLC 4/21/97 16,500(a) 18.4834 $304,976.10 4/21/97 11,066(a) 21.0824 $233,297.84 4/23/97 3,000(a) 19.8125 $59,437.50 4/24/97 500(a) 19.8750 $9,937.50 4/24/97 1,500(a) 19.7500 $29,625.00 5/9/97 (3,021)(b) (14.000) ($42,294.00) 5/20/97 (558)(b) (14.000) ($7,182.00) 5/20/97 28,987(d) 21.5000 $623,220.50 5/21/97 1,700 40.2500 $68,425.00 5/21/97 2,400 41.6429 $99,942.96 5/21/97 8,500 41.0000 $348,500.00 5/22/97 1,700 41.6250 $70,762.50 5/22/97 3,300 43.5625 $143,756.25 5/28/97 2,000 44.1250 $88,250.00 5/29/97 3,647 45.2379 $164,982.62 5/30/97 600 44.7500 $26,850.00 5/30/97 2,682 44.3750 $119,013.75 6/02/97 700 45.3750 $31,762.50 6/02/97 1,000 46.0000 $46,000.00 6/02/97 5,386 45.8450 $246,921.17 6/04/97 5,100 46.8997 $239,188.47 6/05/97 4,200 46.6524 $195,940.08 CUSIP NO. 874121-10-6 PAGE 7 OF 9 PAGES ----------- ------- ------- Reporting No. of Shares/ Price Per Share/ Person Date Rights Right Total ------ ---- ------ ----- ----- Gotham III 4/21/97 40,000(a) 18.4834 $739,336.00 4/21/97 26,863(a) 21.0824 $566,336.51 4/23/97 7,000(a) 19.8125 $138,687.50 4/24/97 1,000(a) 19.8750 $19,875.00 4/24/97 3,500(a) 19.7500 $69,125.00 5/9/97 3,021(c) 14.0000 $42,294.00 5/16/97 (81,384)(b) (14.1250) ($1,149,549.00) 5/21/97 2,000 37.2528 $74,505.60 5/21/97 3,300 40.2500 $132,825.00 5/21/97 4,600 41.6429 $191,557.34 5/21/97 16,500 41.0000 $676,500.00 5/22/97 3,300 41.6250 $137,362.50 5/22/97 6,300 43.5625 $274,443.75 5/27/97 1,000 44.3750 $44,375.00 5/28/97 3,000 44.1250 $132,375.00 5/29/97 7,200 45.2379 $325,712.88 5/30/97 1,000 44.7500 $44,750.00 5/30/97 2,000 44.3750 $88,750.00 5/30/97 3,206 44.3750 $142,266.25 6/02/97 1,200 45.3750 $54,450.00 6/02/97 2,000 46.0000 $92,000.00 6/02/97 10,400 45.8450 $476,788.00 6/04/97 9,900 46.8997 $464,307.03 6/05/97 8,009 46.6524 $373,639.07 Joel M. 5/15/97 17,800(a) 14.0000 $249,200.00 Greenblatt 5/15/97 16,000(a) 13.8523 $221,637.00 5/16/97 47,867(e) 14.1250 $676,121.37 5/19/97 2,818(a) 13.8750 $39,100.00 5/19/97 15,882(a) 13.9769 $221,981.00 5/20/97 11,000(a) 13.9375 $153,313.00 5/20/97 111,797(d) 21.5000 $2,403,635.50 Daniel L. Nir 5/16/97 7,930(e) 14.1250 $112,011.25 5/19/97 3,000(a) 13.8750 $41,625.00 5/20/97 1,317(a) 14.0000 $18,438.00 5/20/97 12,247(d) 21.5000 $263,310.50 - ------------------------ (a) Acquisition of Rights to subscribe for Common Stock (b) Distribution of Rights to partners/members (c) Contribution of Rights from partner (d) Shares of Common Stock acquired upon exercise of Rights (e) Rights received as partner in distribution from partnership CUSIP NO. 874121-10-6 PAGE 8 OF 9 PAGES ----------- ------- ------- (d) Not Applicable. (e) Not Applicable. ITEM 7. MATERIAL TO BE FILED AS EXHIBITS -------------------------------- Exhibit A. Agreement of Joint Filing -- Incorporated by reference to Exhibit A attached to the Schedule 13D filed with the Securities and Exchange Commission on May 30, 1997. CUSIP NO. 874121-10-6 PAGE 9 OF 9 PAGES ----------- ------- ------- After reasonable inquiry and to the best of our knowledge and belief, we each certify that the information set forth in this statement is true, complete and correct. This statement may be executed in multiple counterparts, each of which shall be deemed an original and all of which shall constitute one (1) instrument. /s/ Joel M. Greenblatt ----------------------------- Joel M. Greenblatt /s/ Daniel L. Nir ----------------------------- Daniel L. Nir Date: June 5, 1997 -----END PRIVACY-ENHANCED MESSAGE-----