-----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, DhO/Sl4QGI+fn556ni/HGMqWcExKUAePe2g7q5T1U6qA5MvjuHWOyvJhuClYEv9V i7iea6WjT55c0Dk3lYCyAA== 0000950142-96-000051.txt : 19960228 0000950142-96-000051.hdr.sgml : 19960228 ACCESSION NUMBER: 0000950142-96-000051 CONFORMED SUBMISSION TYPE: SC 13D/A PUBLIC DOCUMENT COUNT: 1 FILED AS OF DATE: 19960226 SROS: AMEX GROUP MEMBERS: 1818 FUND LP BROWN BROTHERS HARRIMAN CO LONG T MICHAEL ET AL GROUP MEMBERS: BROWN BROTHERS HARRIMAN & CO. GROUP MEMBERS: LAWRENCE C. TUCKER GROUP MEMBERS: T. MICHAEL LONG GROUP MEMBERS: THE 1818 FUND, L.P. SUBJECT COMPANY: COMPANY DATA: COMPANY CONFORMED NAME: NATIONAL HEALTHCARE L P CENTRAL INDEX KEY: 0000805274 STANDARD INDUSTRIAL CLASSIFICATION: SERVICES-SKILLED NURSING CARE FACILITIES [8051] IRS NUMBER: 621293855 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: SC 13D/A SEC ACT: 1934 Act SEC FILE NUMBER: 005-37976 FILM NUMBER: 96525263 BUSINESS ADDRESS: STREET 1: 100 E VINE ST CITY: MURFREESBORO STATE: TN ZIP: 37130 BUSINESS PHONE: 6158902020 MAIL ADDRESS: STREET 1: P.O. BOX 1398 CITY: MURFREESBORO STATE: TN ZIP: 37130 FILED BY: COMPANY DATA: COMPANY CONFORMED NAME: 1818 FUND LP BROWN BROTHERS HARRIMAN CO LONG T MICHAEL ET AL CENTRAL INDEX KEY: 0000904953 STANDARD INDUSTRIAL CLASSIFICATION: UNKNOWN SIC - 0000 [0000] STATE OF INCORPORATION: NY FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: SC 13D/A BUSINESS ADDRESS: STREET 1: 59 WALL STREET CITY: NEW YORK STATE: NY ZIP: 10005 BUSINESS PHONE: 212-493-7292 MAIL ADDRESS: STREET 1: 59 WALL STREET CITY: NEW YORK STATE: NY ZIP: 10005 SC 13D/A 1 SCHEDULE 13D AMENDMENT NO. 2 UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13D UNDER THE SECURITIES EXCHANGE ACT OF 1934 (AMENDMENT NO. 2)* National HealthCare L.P. (formerly National HealthCorp L.P.) ------------------------------------------------------------ (Name of Issuer) Limited Partnership Units ------------------------------ (Title of Class of Securities) 63633R 10 3 ----------- (CUSIP Number) Lawrence C. Tucker (212) 493-8400 Brown Brothers Harriman & Co., 59 Wall Street, New York, New York 10005 ----------------------------------------------------------------------- (Name, Address and Telephone Number of Person Authorized to Receive Notices and Communications) October 6, 1995 ------------------------------------------------------ (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 1 of 9 Pages SCHEDULE 13D CUSIP No. 63633R 10 3 Page 2 of 9 Pages 1 NAME OF REPORTING PERSON S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON The 1818 Fund, L.P. 2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP{*}(A) [ ] (B) [X] 3 SEC USE ONLY 4 SOURCE OF FUNDS{*} OO 5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) or 2(e) [ ] 6 CITIZENSHIP OR PLACE OF ORGANIZATION Delaware 7 SOLE VOTING POWER NUMBER OF SHARES -0- BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH 8 SHARED VOTING POWER -0- 9 SOLE DISPOSITIVE POWER -0- 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- 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. SCHEDULE 13D CUSIP No. 63633R 10 3 Page 3 of 9 Pages 1 NAME OF REPORTING PERSON S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON Brown Brothers Harriman & Co. 2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP{*}(A) [ ] (B) [X] 3 SEC USE ONLY 4 SOURCE OF FUNDS{*} OO 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 7 SOLE VOTING POWER NUMBER OF SHARES -0- BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH 8 SHARED VOTING POWER -0- 9 SOLE DISPOSITIVE POWER -0- 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- 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. SCHEDULE 13D CUSIP No. 63633R 10 3 Page 4 of 9 Pages 1 NAME OF REPORTING PERSON S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON T. Michael Long 2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP{*}(A) [ ] (B) [X] 3 SEC USE ONLY 4 SOURCE OF FUNDS{*} OO 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 REPORTING PERSON WITH 8 SHARED VOTING POWER -0- 9 SOLE DISPOSITIVE POWER -0- 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- 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. 63633R 10 3 Page 5 of 9 Pages 1 NAME OF REPORTING PERSON S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON Lawrence C. Tucker 2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP{*}(A) [ ] (B) [X] 3 SEC USE ONLY 4 SOURCE OF FUNDS{*} OO 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 REPORTING PERSON WITH 8 SHARED VOTING POWER -0- 9 SOLE DISPOSITIVE POWER -0- 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- 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. 63633R 10 3 Page 6 of 9 Pages AMENDMENT NO. 1 TO SCHEDULE 13D THIS AMENDMENT No. 2 supplements the Schedule 13D ("Schedule 13D"), dated May 12, 1992, in the following respects only (capitalized terms used herein shall have the meanings ascribed to such terms in the Schedule 13D and the Amendment No. 1 to the Schedule 13D): ITEM 4. PURPOSE OF TRANSACTION. Item 4 is amended by adding thereto the following paragraph: On October 6, 1995, the Fund sold all $30,000,000 in principal amount of the Debentures in a public offering pursuant to the Registration Statement and a Prospectus Supplement dated October 3, 1995 to a Prospectus dated September 26, 1995, in which Equitable acted as placement agent, pursuant to the Placement Agency Agreement. ITEM 5. INTEREST IN SECURITIES OF THE ISSUER. Item 5 is amended by adding thereto the following paragraph: As set forth above, on October 6, 1995, the Fund sold all $30,000,000 in principal amount of the Debentures and, accordingly, the Fund beneficially now owns 0 shares of Class A Common Stock, representing 0% of the outstanding CUSIP No. 63633R 10 3 Page 7 of 9 Pages Units. Additionally, each of BBH & Co., Long and Tucker also beneficially now owns 0 shares of Class A Common Stock, representing 0% of outstanding Units. ITEM 7. MATERIAL TO BE FILED AS EXHIBITS 1. Prospectus Supplement, dated October 3, 1995, to Prospectus, dated September 26, 1995 of National HealthCare L.P. relating to the sale of the Debentures by Equitable (incorporated by reference to the Company's Registration Statement on Form S-3 (File No. 33-62235) as filed with the Securities and Exchange Commission on September 26, 1995). CUSIP No. 63633R 10 3 Page 8 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 this statement is true, complete and correct. Dated: February 22, 1996 THE 1818 FUND, L.P. By: Brown Brothers Harriman & Co., General Partner By: /S/LAWRENCE C. TUCKER ------------------------------- Name: Lawrence C. Tucker Title: Partner BROWN BROTHERS HARRIMAN & CO. By: /S/LAWRENCE C. TUCKER -------------------------- Name: Lawrence C. Tucker Title: Partner /S/T. MICHAEL LONG - ---------------------- T. Michael Long /S/LAWRENCE C. TUCKER - ---------------------- Lawrence C. Tucker CUSIP No. 63633R 10 3 Page 9 of 9 Pages INDEX TO EXHIBITS EXHIBIT DESCRIPTION PAGE NUMBER 1. Prospectus Supplement, dated October 3, 1995, to Prospectus, dated September 26, 1995 of National HealthCare L.P. relating to the sale of the Debentures by Equitable (incorporated by reference to the Company's Registration Statement on Form S-3 (File No. 33-62235) as filed with the Securities and Exchange Commission on September 26, 1995). -----END PRIVACY-ENHANCED MESSAGE-----