-----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, Q1DJgTOLIrx5ge7feV92B6jSPRXJk/x+D0H7ZtCjKzPTW1yKgwEhQl4bK6zSG6fs JNsTMoNGV1lA2sI70PYYyg== 0000902664-97-000150.txt : 19970403 0000902664-97-000150.hdr.sgml : 19970403 ACCESSION NUMBER: 0000902664-97-000150 CONFORMED SUBMISSION TYPE: SC 13D/A PUBLIC DOCUMENT COUNT: 2 FILED AS OF DATE: 19970402 SROS: NASD GROUP MEMBERS: CHARTER OAK PARTNERS GROUP MEMBERS: HSMC PARTNERS SUBJECT COMPANY: COMPANY DATA: COMPANY CONFORMED NAME: MDL INFORMATION SYSTEMS INC CENTRAL INDEX KEY: 0000895330 STANDARD INDUSTRIAL CLASSIFICATION: SERVICES-PREPACKAGED SOFTWARE [7372] IRS NUMBER: 943167497 STATE OF INCORPORATION: DE FISCAL YEAR END: 0331 FILING VALUES: FORM TYPE: SC 13D/A SEC ACT: 1934 Act SEC FILE NUMBER: 005-42483 FILM NUMBER: 97573725 BUSINESS ADDRESS: STREET 1: 14600 CATALINA STREET CITY: SAN LEANDRO STATE: CA ZIP: 94577 BUSINESS PHONE: 5108951313 MAIL ADDRESS: STREET 1: 14600 CATALINA STREET CITY: SAN LEANDRO STATE: CA ZIP: 94577 FILED BY: COMPANY DATA: COMPANY CONFORMED NAME: CHARTER OAK PARTNERS CENTRAL INDEX KEY: 0000755696 STANDARD INDUSTRIAL CLASSIFICATION: UNKNOWN SIC - 0000 [0000] STATE OF INCORPORATION: CT FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: SC 13D/A BUSINESS ADDRESS: STREET 1: 10 WRIGHT STREET 4TH FLOOR CITY: WESTPORT STATE: CT ZIP: 06880 BUSINESS PHONE: 2032267591 MAIL ADDRESS: STREET 1: CHARTER OAK PARTNERS STREET 2: 10 WRIGHT ST 4TH FL CITY: WESTPORT STATE: CT ZIP: 06880 SC 13D/A 1 AMENDMENT NO. 3 TO SCHEDULE 13D UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13D Amendment No. 3 MDL Information Systems, Inc. (Name of Issuer) Common Stock - $.01 par value (Title of Class of Securities) 55267R102 (CUSIP Number) Paul N. Roth, Esq. (212) 756-2450 Schulte Roth & Zabel LLP, 900 Third Avenue, New York, New York 10022 (Name, Address and Telephone Number of Person Authorized to Receive Notices and Communications) March 26, 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 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). Page 2 of 10 Pages SCHEDULE 13D/A CUSIP No. 55267R102 1. NAME OF REPORTING PERSON S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON CHARTER OAK PARTNERS - ------------------------------------------------------------------------------ 2. CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (a) [ ] (b) [X] - ------------------------------------------------------------------------------ 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 CONNECTICUT - ------------------------------------------------------------------------------ 7. SOLE VOTING POWER NUMBER OF 0 SHARES ----------------------------------------------------------- BENEFICIALLY 8. SHARED VOTING POWER OWNED BY 0 EACH ----------------------------------------------------------- REPORTING 9. SOLE DISPOSITIVE POWER PERSON 0 WITH ----------------------------------------------------------- 10. SHARED DISPOSITIVE POWER 0 - ------------------------------------------------------------------------------ 11. AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 0 - ------------------------------------------------------------------------------ 12. CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES* [ ] - ------------------------------------------------------------------------------ 13. PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 0.0% - ------------------------------------------------------------------------------ 14. TYPE OF REPORTING PERSON PN - ------------------------------------------------------------------------------ *SEE INSTRUCTIONS BEFORE FILLING OUT! Page 3 of 10 Pages SCHEDULE 13D/A CUSIP No. 55267R102 1. NAME OF REPORTING PERSON S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON HSMC PARTNERS - ------------------------------------------------------------------------------ 2. CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (a) [ ] (b) [X] - ------------------------------------------------------------------------------ 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 CONNECTICUT - ------------------------------------------------------------------------------ 7. SOLE VOTING POWER NUMBER OF 0 SHARES ----------------------------------------------------------- BENEFICIALLY 8. SHARED VOTING POWER OWNED BY 0 EACH ----------------------------------------------------------- REPORTING 9. SOLE DISPOSITIVE POWER PERSON 0 WITH ----------------------------------------------------------- 10. SHARED DISPOSITIVE POWER 0 - ------------------------------------------------------------------------------ 11. AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 0 - ------------------------------------------------------------------------------ 12. CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES* [ ] - ------------------------------------------------------------------------------ 13. PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 0.0% - ------------------------------------------------------------------------------ 14. TYPE OF REPORTING PERSON PN - ------------------------------------------------------------------------------ *SEE INSTRUCTIONS BEFORE FILLING OUT! Page 4 of 10 Pages 13D/A Item 1. Security and Issuer. This Amendment No. 3 amends and restates the statement on Schedule 13D which was filed on August 4, 1993 by the undersigned, amended by Amendment No. 1 on September 20, 1995 and further amended by Amendment No. 2 on December 15, 1995 (as amended, the "Schedule 13D") with respect to the common stock, par value $.01 per share (the "Common Stock"), issued by MDL Information Systems, Inc., a Delaware corporation (the "Company"), whose principal executive offices are located at 14600 Catalina Street, San Leandro, California 94577. Item 2. Identity and Background. (a) This statement is filed by Charter Oak Partners, a Connecticut limited partnership ("Charter Oak"), and HSMC Partners, a Connecticut limited partnership ("HSMC"). The general partners of Charter Oak are Fine Partners, L.P., Robert Jaffee and Deborah J. Ziskin (such persons being sometimes hereinafter referred to as the "General Partners"). Fine Partners, L.P. is the Managing Partner of Charter Oak. The general partner of Fine Partners, L.P. is Jerrold N. Fine. The general partner of HSMC is Jerrold N. Fine. (b) The principal office of Charter Oak, and the business address of the General Partners, is 10 Wright Street, Building B, Westport, Connecticut 06880. The address of HSMC is the same as that of Charter Oak. (c) The principal business of Charter Oak is that of a private investment partnership. The principal occupations of the General Partners are as general partners of Charter Oak. The principal business of HSMC is that of a private investment partnership. (d) None of Charter Oak, HSMC or any of the General Partners has, during the last five years, been convicted in a criminal proceeding (excluding traffic violations or similar misdemeanors). (e) None of Charter Oak, HSMC or any of the General Partners has, 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. (f) The Individual General Partners are United States citizens. Both Charter Oak and HSMC are Connecticut limited partnerships. Fine Partners, L.P. is a Delaware limited partnership. Page 5 of 10 Pages Item 3. Source and Amount of Funds or Other Considerations The total purchase price (including commissions) of the shares of Common Stock that had been held by Charter Oak but were disposed of on March 26, 1997 to cover its "short-against-the-box" position is approximately $7,712,500. The shares of Common Stock purchased by Charter Oak were purchased with Charter Oak's capital. The total purchase price (including commissions) of the shares of Common Stock that had been held by HSMC is approximately $279,627.85. The shares of Common Stock purchased by HSMC were purchased with HSMC's capital. Item 4. Purpose of Transaction. The purpose of the acquisition of the shares of Common Stock by Charter Oak and HSMC was to establish a portfolio position. Item 5. Interest in Securities of the Issuer. (a) The approximate aggregate percentage of shares of Common Stock reported beneficially owned by each person herein is based upon 8,760,806 shares outstanding, which is the total number of shares of Common Stock outstanding as of February 4, 1997, as reflected in the Company's quarterly report on Form 10-Q filed with the Securities and Exchange Commission (the "Commission") for the fiscal quarter ended December 31, 1996 (which is the most recent Form 10-Q on file). Page 6 of 10 Pages As of the close of business on March 26, 1997: (i) Charter Oak owns no shares of Common Stock. As of the date of the initial filing of Schedule 13D, Charter Oak owned 700,000 shares of Common Stock which at that time constituted approximately 8.5% of the shares outstanding. (ii) (A) The General Partners of Charter Oak own no shares of Common Stock directly. (B) By reason of the provisions of Rule 13d-3 of the Securities Exchange Act of 1934, each of the General Partners of Charter Oak and Jerrold N. Fine may be deemed to have owned beneficially the 700,000 shares of Common Stock that were owned by Charter Oak. (iii) HSMC owns no shares of Common Stock. As of the date of the initial filing of Schedule 13D, HSMC owned 25,000 shares of Common Stock which at that time constituted 0.3% of the shares outstanding. The shares of Common Stock owned by HSMC are not included in the aggregate number of shares owned by Charter Oak set forth in paragraph (i) above, and Charter Oak expressly disclaims beneficial ownership of such shares. (iv) By reason of the provisions of Rule 13d-3 of the Securities Exchange Act of 1934, Mr. Fine may be deemed to have owned beneficially the 25,000 shares of Common Stock that were owned by HSMC. (b) (i) Charter Oak had the sole power to vote and dispose of the shares of Common Stock owned by it, which power was exercisable by Fine Partners, L.P., as its Managing Partner. (ii) HSMC had sole power to vote and dispose of the shares owned by it, which power was exercisable by Mr. Fine as its Managing Partner. (c) Transactions in the shares of Common Stock by Charter Oak from the 60th day prior to March 26, 1997 up to and including March 26, 1977 are as follows: On March 26, 1997 Charter Oak delivered 700,000 shares to cover its "short-against-the-box" positions. See Schedule A for the history of such short sales. Page 7 of 10 Pages There were no transactions in the shares of Common Stock by HSMC during the past sixty days since HSMC disposed of its shares in September 1996. (d) Not applicable. (e) As of March 26, 1997, when the Reporting Persons delivered 700,000 shares of Common Stock held by Charter Oak in order to cover its "short-against-the-box" position, the Reporting Persons ceased to be the beneficial owners of more than five percent of the Company's Common Stock. Item. 6. Contracts, Arrangements, Understandings or Relationships With Respect to Securities of the Issuer. There are no contracts, arrangements, understandings or relationships (legal or otherwise) among the persons named in Item 2 hereof or between such persons and any other person with respect to any securities of the Company, including, but not limited to, transfer or voting of any of the securities, finder's fees, joint ventures, loan or option arrangements, puts or calls, guarantees of profits, division of profits or loss, or the giving or withholding of proxies, other than the Joint Filing Agreement attached as Exhibit 1 hereto. Item 7. Material to be Filed as Exhibits. The following exhibit is being filed with this Schedule: Exhibit 1: A written agreement relating to the filing of joint acquisition statements as required by Rule 13d-1(f)(1) of the Act. Page 8 of 10 Pages SIGNATURES After reasonable inquiry and to the best of our knowledge and belief, the undersigned certify that the information set forth in this statement is true, complete and correct. DATED: April 2, 1997 CHARTER OAK PARTNERS /s/ Robert Jaffee Robert Jaffee, as General Partner of Charter Oak Partners HSMC PARTNERS /s/ Jerrold N. Fine Jerrold N. Fine, as General Partner of HSMC Partners Page 9 of 10 Pages SCHEDULE A CHARTER OAK PARTNERS NO. OF SHARES SOLD SHORT PRICE PER TRANSACTION DATE AGAINST THE BOX SHARE 06/21/95 (50,000) $14.6250 06/22/95 (25,000) $14.7500 09/13/95 (100,000) $18.0000 09/18/95 (25,000) $17.8750 11/20/95 (25,000) $22.3750 11/20/95 (20,000) $22.1250 12/06/95 (25,000) $25.7500 12/13/95 (130,000) $23.1250 04/23/96 (7,500) $28.5833 05/17/96 (32,500) $30.3750 05/22/96 (20,000) $31.0547 05/28/96 (20,000) $31.7500 05/28/96 (20,000) $31.7500 06/19/96 (25,000) $28.8750 06/28/96 (10,000) $29.6250 07/01/96 (15,000) $30.3330 07/02/96 (35,000) $30.8750 07/16/96 (35,000) $27.0000 07/23/96 (80,000) $26.8750 EX-99 2 Page 10 of 10 Pages EXHIBIT 1 JOINT FILING AGREEMENT Agreement dated as of April 2, 1997, by and among each of the undersigned persons. The parties hereto hereby agree as follows: 1. The parties hereto shall prepare a single statement containing the information required by Schedule 13D with respect to their respective interests in the shares of Common Stock of MDL Information Systems, Inc. (the "Schedule 13D") and the Schedule 13D shall be filed on behalf of each of them. 2. Each party hereto shall be responsible for the timely filing of the Schedule 13D and any necessary amendments thereto, and for the completeness and accuracy of the information concerning him or it contained therein, but shall not be responsible for the completeness and accuracy of the information concerning any other party contained therein, except to the extent that he or it knows or has reason to believe that such information is inaccurate. IN WITNESS WHEREOF, the undersigned have executed this Agreement as of the date first above written. CHARTER OAK PARTNERS /s/ Robert Jaffee Robert Jaffee, as General Partner of Charter Oak Partners HSMC PARTNERS /s/Jerrold N. Fine Jerrold N. Fine, as General Partner of HSMC Partners -----END PRIVACY-ENHANCED MESSAGE-----