-----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, KscAwAjINdxTh17rCCUmgJ429FLdNIlVJhbPunq3DzabtARLIhG3Y4jgtDuwxgDn fj+ciZVdhSjUcVFO2Jx3Lg== 0000893838-96-000026.txt : 19960315 0000893838-96-000026.hdr.sgml : 19960315 ACCESSION NUMBER: 0000893838-96-000026 CONFORMED SUBMISSION TYPE: SC 13D PUBLIC DOCUMENT COUNT: 1 FILED AS OF DATE: 19960314 SROS: NYSE SUBJECT COMPANY: COMPANY DATA: COMPANY CONFORMED NAME: GRAHAM FIELD HEALTH PRODUCTS INC CENTRAL INDEX KEY: 0000709136 STANDARD INDUSTRIAL CLASSIFICATION: WHOLESALE-MEDICAL, DENTAL & HOSPITAL EQUIPMENT & SUPPLIES [5047] IRS NUMBER: 112578230 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: SC 13D SEC ACT: 1934 Act SEC FILE NUMBER: 005-34900 FILM NUMBER: 96534823 BUSINESS ADDRESS: STREET 1: 400 RABRO DR E CITY: HAUPPAUGE STATE: NY ZIP: 11788 BUSINESS PHONE: 5165825800 FORMER COMPANY: FORMER CONFORMED NAME: PATIENT TECHNOLOGY INC DATE OF NAME CHANGE: 19880811 FILED BY: COMPANY DATA: COMPANY CONFORMED NAME: FOUR PARTNERS CENTRAL INDEX KEY: 0000942714 STANDARD INDUSTRIAL CLASSIFICATION: [] STATE OF INCORPORATION: NY FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: SC 13D BUSINESS ADDRESS: STREET 1: 867 MADISON AVENUE STREET 2: C/O B L BLOOM CITY: NEW YORK STATE: NY ZIP: 10021 BUSINESS PHONE: 2125452930 SC 13D 1 UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13D Under the Securities Exchange Act of 1934 (Amendment No. 1 )* GRAHAM-FIELD HEALTH PRODUCTS, INC. (Name of Issuer) Common Stock, $.25 per share (Title of Class of Securities) 384632100 (CUSIP Number) Thomas J. Tisch 667 Madison Avenue, 7th Floor New York, NY 10021 (212) 545-2927 (Name, Address and Telephone Number of Person Authorized to Receive Notices and Communications) March 8, 1996 (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 13d-1(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. 384632100 Page 2 of 9 Pages --------- 1 NAME OF REPORTING PERSON S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON FOUR PARTNERS 2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (a) |_| (b) |_| 3 SEC USE ONLY 4 SOURCE OF FUNDS* 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 New York NUMBER OF 7 SOLE VOTING POWER SHARES 691,800 BENEFICIALLY 8 SHARED VOTING POWER OWNED BY -0- EACH 9 SOLE DISPOSITIVE POWER REPORTING 691,800 PERSON 10 SHARED DISPOSITIVE POWER WITH -0- 11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 691,800 12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES* |_| 13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 4.9% 14 TYPE OF REPORTING PERSON* PN *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. 384632100 13D Page 3 of 9 Pages Item 1. Security and Issuer The title of the class of equity securities to which this Statement relates is the Common Stock, $.025 par value per share (the "Common Stock"), of Graham-Field Health Products, Inc. (the "Issuer"). The principal executive offices of the Issuer are located at 400 Rabro Drive East, Hauppauge, New York 11788. This Amendment No. 1 amends and restates the Schedule 13D dated August 12, 1993 of Four Partners, a New York general partnership ("FP"). Item 2. Identity and Background The principal business of FP is investments. The address of the principal business and the principal office of FP is c/o Thomas J. Tisch, 667 Madison Avenue, New York, New York 10021. The sole partners of FP are Andrew H. Tisch 1991 Trust, for which Andrew H. Tisch is the managing trustee, Daniel R. Tisch 1991 Trust, for which Daniel R. Tisch is the managing trustee, James S. Tisch 1991 Trust, for which James S. Tisch is the managing trustee, and Thomas J. Tisch 1991 Trust, for which Thomas J. Tisch is the managing trustee. Thomas J. Tisch has been appointed the Manager of FP. Set forth below is certain information with respect to Andrew H. Tisch, Daniel R. Tisch, James S. Tisch and Thomas J. Tisch (the "Messrs. Tisch"), who are the respective managing trustees of the four partners of FP: CUSIP NO. 384632100 13D Page 4 of 9 Pages Name Business Address Occupation Andrew H. Tisch 667 Madison Avenue Member, Management New York, NY 10021 Committee, Loews Corporation (a public company primarily engaged in insurance and tobacco) Daniel R. Tisch c/o Mentor Partners, L.P. General Partner, 499 Park Avenue Mentor Partners, New York, NY 10022 L.P.(a partnership engaged in investment activities) James S. Tisch 667 Madison Avenue President and Chief New York, NY 10021 Operating Officer, Loews Corporation (a public company primarily engaged in insurance and tobacco) Thomas J. Tisch 667 Madison Avenue Managing Partner of New York, NY 10021 FLF Associates and Manager of FP (partnerships engaged in investment activities) The Messrs. Tisch are brothers and are United States citizens. During the last five years, none of the persons or the entities named in this Item 2 has been convicted in any criminal proceeding (excluding traffic violations or similar misdemeanors), and none of the persons or the entities named in this Item 2 has been a party to a civil proceeding of a judicial or administrative body of competent jurisdiction resulting in its or his being subject to a judgment, decree or final order enjoining future violations of, or prohibiting or CUSIP NO. 384632100 13D Page 5 of 9 Pages mandating activities subject to, federal or state securities laws, or finding any violations with respect to such laws. Item 3. Source and Amount of Funds or Other Consideration. All funds used to purchase the shares of Common Stock reported in Item 5 below were provided from FP's working capital. Since October 14, 1992, FP has purchased a total of 1,240,800 shares of Common Stock. The aggregate purchase price of such securities was approximately $5,917,841.50. During the same time period, FP has sold a total of 98,000 shares of Common Stock in addition to the sales reported in Item 6 below. Item 4. Purpose of Transaction The shares of Common stock purchased by FP were purchased solely for investment. FP expects that it will, from time to time, review its investment position in the Issuer and may, depending on market and other conditions, increase or decrease such investment position. FP does not have any intention of seeking control of the Issuer, nor does it have any plans or proposals with respect to any extraordinary corporate transaction involving the Issuer or any sale of its assets or any change in its Board of Directors, management, capitalization, dividend policy, charter or by-laws, or any other change in its business or corporate structure or with respect to the delisting or deregistration of any of its securities CUSIP NO. 384632100 13D Page 6 of 9 Pages including, without limitation, those matters described in subparagraphs (a) through (j) of Item 4 of Schedule 13D. Item 5. Interest in the Securities of the Issuer. (a) Set forth in the table below is the aggregate number of shares of Common Stock beneficially owned as of the date hereof by each person or entity listed in Item 2 above, together with the percentage of outstanding shares of Common stock which is beneficially owned by each such person or entity. Name of Amount and Nature of % of Class Beneficial Owner Beneficial Ownership Outstanding (1) Four Partners 691,800 4.9% Andrew H. Tisch 1991 Trust 0 (2) 0 Daniel R. Tisch 1991 Trust 0 (2) 0 James S. Tisch 1991 Trust 0 (2) 0 Thomas J. Tisch 1991 Trust 0 (2) 0 -------- --- Total 691,800 4.9% (1) According to the Issuer's Form 10-Q for the quarter ended September 30, 1995, there were 14,082,130 shares of Common Stock outstanding as of November 10, 1995. (2) Does not include shares owned by FP. Other than the shares of Common Stock beneficially owned by FP, none of the Messrs. Tisch beneficially owns any shares of Common Stock. CUSIP NO. 384632100 13D Page 7 of 9 Pages (b) With respect to the persons and entities named in response to paragraph (a) above: (i) FP has directly the sole power to vote or direct the vote and dispose or direct the disposition of 691,800 shares of Common Stock; and (ii) By virtue of their status as managing trustees of the trusts which are the general partners of FP, the Messrs. Tisch may be deemed to have indirectly shared power to vote or direct the vote and dispose or direct the disposition of the 691,800 shares of Common Stock held by FP. (c) The following transactions were effected by FP during the sixty days preceding the date hereof. None of the persons or entities named in Item 2 above effected any other transactions in the Common Stock during the 60 days preceding the date hereof. Transaction Date Security No. Price/Share Market - ----------- ---- -------- --- ----------- ------ Sale 3/4/96 Common 14,500 4.500 NYSE Sale 3/5/96 Common 33,500 4.534 NYSE Sale 3/6/96 Common 45,500 4.572 NYSE Sale 3/7/96 Common 225,000 4.806 NYSE Sale 3/8/96 Common 4,500 4.625 NYSE Sale 3/8/96 Common 33,000 4.500 NYSE Sale 3/8/96 Common 25,000 4.375 NYSE Sale 3/8/96 Common 10,000 4.250 NYSE Sale 3/8/96 Common 60,000 4.125 NYSE CUSIP NO. 384632100 13D Page 8 of 9 Pages (d) No person other than FP and the Messrs. Tisch has the right to receive or the power to direct the receipt of dividends from, or the proceeds from the sale of the shares of Commons Stock beneficially owned by FP. (e) As a result of the transactions reported in Item 6(c) above, FP ceased to be the beneficial owner of more than five percent of the outstanding shares of Common Stock on March 8, 1996. Item 6. Contracts, Arrangements, Understandings or Relationships with Respect to Securities of the Issuer. None of the persons or entities named in Item 2 above has any express contracts, arrangements or understandings with any of the other persons or entities named in Item 2 above with respect to the securities of the Issuer. Except as set forth in this Schedule 13D, none of the persons or entities named in Item 2 above has any contracts, arrangements, understandings or relationships with any other person with respect to the securities of the Issuer, and none of the persons or entities named in Item 2 above has any contracts, arrangements, understandings or relationships with the Issuer. Item 7. Material to be Filed as Exhibits None. CUSIP NO. 384632100 13D Page 9 of 9 Pages SIGNATURE After reasonable inquiry and to the best of my knowledge and belief, I hereby certify that the information set forth in the statement is true, complete and correct. March 14, 1996 FOUR PARTNERS By s/Thomas J. Tisch Thomas J. Tisch Manager of Four Partners -----END PRIVACY-ENHANCED MESSAGE-----