-----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, WEeZmNwGXTCvkX6CBFVAI6Wd7o25ItEqyEWtpGcYD0/x0rQe4XXT49ibJ6PaCV2P OaigyFDkV1SJGZ90MZ2tEA== 0000902595-97-000152.txt : 19970520 0000902595-97-000152.hdr.sgml : 19970520 ACCESSION NUMBER: 0000902595-97-000152 CONFORMED SUBMISSION TYPE: SC 13D/A PUBLIC DOCUMENT COUNT: 1 FILED AS OF DATE: 19970515 SROS: NASD SUBJECT COMPANY: COMPANY DATA: COMPANY CONFORMED NAME: SMT HEALTH SERVICES INC CENTRAL INDEX KEY: 0000881917 STANDARD INDUSTRIAL CLASSIFICATION: SERVICES-MEDICAL LABORATORIES [8071] IRS NUMBER: 251672183 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: SC 13D/A SEC ACT: 1934 Act SEC FILE NUMBER: 005-43404 FILM NUMBER: 97609440 BUSINESS ADDRESS: STREET 1: 10521 PERRY HIGHWAY CITY: WEXFORD STATE: PA ZIP: 15090 BUSINESS PHONE: 4129333300 MAIL ADDRESS: STREET 1: 10521 PERRY HIGHWAY CITY: WEXFORD STATE: PA ZIP: 15090 FILED BY: COMPANY DATA: COMPANY CONFORMED NAME: DORCHESTER PARTNERS L P CENTRAL INDEX KEY: 0000946097 STANDARD INDUSTRIAL CLASSIFICATION: [] IRS NUMBER: 954341963 FILING VALUES: FORM TYPE: SC 13D/A BUSINESS ADDRESS: STREET 1: 1999 AVE OF THE STARS STREET 2: SUITE 1950 CITY: LOS ANGELES STATE: CA ZIP: 90067 BUSINESS PHONE: 3102017795 MAIL ADDRESS: STREET 1: 1999 AVE OF THE STARS STREET 2: SUITE 1950 CITY: LOS ANGELES STATE: CA ZIP: 90067 SC 13D/A 1 UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13D Under the Securities Exchange Act of 1934 (AMENDMENT NO. 1) SMT Health Services, Inc. ---------------------------- (Name of Issuer) Common Stock ------------------------------- (Title of Class and Securities) 784585101 ------------------------------------- (CUSIP Number of Class of Securities) Michael J. Halpern 1999 Avenue of the Stars, Suite 1950 Los Angeles, CA 90067 (310) 201-7795 Copy to: Kent V. Graham O'Melveny & Myers LLP 1999 Avenue of the Stars, 7th Floor Los Angeles, CA 90067 (310) 553-6700 ------------------------------------------ (Name, Address and Telephone Number of Person Authorized to Receive Notices and Communications) May 12, 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 this Statement: [ ] (1) NAME OF REPORTING PERSON Dorchester Partners, L.P. (2) CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP: (a) [x] (b) [ ] (3) SEC USE ONLY (4) SOURCE OF FUNDS WC (5) CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(d) OR 2(e) [ ] (6) CITIZENSHIP OR PLACE OF ORGANIZATION DELAWARE : (7) SOLE VOTING POWER : -0- SHARES OF COMMON STOCK : : (8) SHARED VOTING POWER Number Of Shares : 560,147 SHARES OF COMMON STOCK Beneficially Owned : By Each Reporting : (9) SOLE DISPOSITIVE POWER Person With : -0- SHARES OF COMMON STOCK : : (10) SHARED DISPOSITIVE POWER : 560,147 SHARES OF COMMON STOCK (11) AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 560,147 SHARES OF COMMON STOCK (12) CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES [ ] (13) PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 9.9% (14) TYPE OF REPORTING PERSON PN (1) NAME OF REPORTING PERSON Dorchester Advisors, Inc. (2) CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP: (a) [x] (b) [ ] (3) SEC USE ONLY (4) SOURCE OF FUNDS AF (5) CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(d) OR 2(e) [ ] (6) CITIZENSHIP OR PLACE OF ORGANIZATION CALIFORNIA : (7) SOLE VOTING POWER : -0- SHARES OF COMMON STOCK : : (8) SHARED VOTING POWER Number Of Shares : 560,147 SHARES OF COMMON STOCK Beneficially Owned : By Each Reporting : (9) SOLE DISPOSITIVE POWER Person With : -0- SHARES OF COMMON STOCK : : (10) SHARED DISPOSITIVE POWER : 560,147 SHARES OF COMMON STOCK (11) AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 560,147 SHARES OF COMMON STOCK (12) CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES [ ] (13) PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 9.9% (14) TYPE OF REPORTING PERSON CO (1) NAME OF REPORTING PERSON Michael J. Halpern (2) CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP: (a) [x] (b) [ ] (3) SEC USE ONLY (4) SOURCE OF FUNDS AF (5) CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(d) OR 2(e) [ ] (6) CITIZENSHIP OR PLACE OF ORGANIZATION UNITED STATES OF AMERICA : (7) SOLE VOTING POWER : 55,858 SHARES OF COMMON STOCK : : (8) SHARED VOTING POWER Number Of Shares : 616,005 SHARES OF COMMON STOCK Beneficially Owned : By Each Reporting : (9) SOLE DISPOSITIVE POWER Person With : 55,858 SHARES OF COMMON STOCK : : (10) SHARED DISPOSITIVE POWER : 616,005 SHARES OF COMMON STOCK (11) AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 616,005 SHARES OF COMMON STOCK (12) CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES [ ] (13) PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 10.8% (14) TYPE OF REPORTING PERSON IN This Amendment No. 1 to Schedule 13D is being filed on behalf of the undersigned Reporting Persons to amend the Schedule 13D filed October 2, 1996 (the "Schedule 13D"), relating to the common stock par value $.01 per share (the "Common Stock") of SMT Health Services, Inc. ("SMT"), a Delaware corporation. Unless otherwise indicated, all capitalized terms used herein but not defined herein have the meanings set forth in the Schedule 13D. ITEM 1. SECURITY AND ISSUER Item 1 is hereby amended in its entirety as follows: The equity securities to which this statement relates are Common Stock of SMT, with its principal executive offices at 10521 Perry Highway, Wexford, PA 15090. At March 31, 1997, SMT had outstanding 5,684,000 shares of Common Stock, according to information provided to the Reporting Persons by SMT. ITEM 3. SOURCE AND AMOUNT OF FUNDS OR OTHER CONSIDERATION Item 3 is hereby amended in its entirety as follows: The aggregate purchase price (including commissions, if any) for the shares of Common Stock reported on this Amendment No. 1 to Schedule 13D as held by the Reporting Persons was $4,426,940. The shares of Common Stock reported herein as beneficially owned by the Reporting Persons were purchased with working investment capital. ITEM 5. INTEREST IN SECURITIES OF THE ISSUER Item 5 is hereby amended in its entirety as follows: (A) As of the date hereof, Partners is the direct, beneficial owner of 560,147 shares of Common Stock, which constitutes 9.9% of the outstanding shares of Common Stock (based upon the number of shares that were reported to be outstanding by SMT on March 31, 1997). Advisors does not directly own any Common Stock but, by virtue of its position as the general partner of Partners, may be deemed to own beneficially the shares of Common Stock held by Partners. The Managed Account is the direct, beneficial owner of 55,858 shares of Common Stock, which constitutes .98% of the outstanding shares of Common Stock. Halpern does not directly own any Common Stock, but, by virtue of his control over the investment and voting decisions of (i) Advisors (and therefore, Partners), and (ii) the Managed Account, Halpern may be deemed to own beneficially the shares of Common Stock held by Partners and the Managed Account. Therefore, Halpern is the indirect beneficial owner of 616,005 shares of Common Stock, which constitutes 10.8% of the outstanding shares of the Common Stock. (B) Partners, Advisors and Halpern may be deemed to share the power to vote or to direct the vote and to dispose or to direct the disposition of the shares of Common Stock held by Partners. Halpern may be deemed to have sole power to vote or to direct the vote and to dispose or to direct the disposition of the shares of Common Stock held by the Managed Account. (C) The following table sets forth the transactions effected by Partners and the Managed Account during the past sixty days. Each of the transactions set forth below reflects a purchase effected by means of an over-the-counter trade. The Price Per Share excludes commissions, if any. Buy or Sell Price Number of Shares Entity Engaging Trade Date Sell Share ($) Purchased or Sold in Transaction 03/13/97 B 8.75 1,800 Partners 03/13/97 B 8.75 200 Managed Account 03/14/97 B 8.6875 1,800 Partners 03/14/97 B 8.6875 200 Managed Account 03/17/97 B 8.50 1,000 Partners 03/17/97 B 8.625 2,700 Partners 03/17/97 B 8.625 300 Managed Account 03/19/97 B 8.3125 1,400 Partners 03/19/97 B 8.3125 200 Managed Account 03/20/97 B 8.6750 3,700 Partners 3/20/97 B 8.6339 15,900 Partners 3/20/97 B 8.50 2,200 Partners 3/20/97 B 8.6750 300 Managed Account 3/20/97 B 8.6339 1,600 Managed Account 3/20/97 B 8.50 300 Managed Account 3/21/97 B 8.550 1,000 Partners 3/21/97 B 8.4464 6,300 Partners 3/21/97 B 8.550 100 Managed Account 3/21/97 B 8.4464 700 Managed Account 3/27/97 B 8.3824 15,400 Partners 3/27/97 B 8.3824 1,500 Managed Account 3/31/97 B 8.50 900 Partners 3/31/97 B 8.50 100 Managed Account 4/7/97 B 8.50 1,000 Partners 4/10/97 B 8.5625 2,000 Partners 4/11/97 B 8.3125 2,000 Partners 4/14/97 B 8.50 200 Partners 4/15/97 B 8.6875 1,500 Partners 4/15/97 B 8.6875 5,000 Partners 4/17/97 B 9.0938 1,700 Partners 4/17/97 B 9.0938 300 Managed Account 4/18/97 B 9.00 9,100 Partners 4/18/97 B 9.00 900 Managed Account 5/5/97 B 9.25 2,300 Partners 5/5/97 B 9.25 200 Managed Account 5/5/97 B 9.1875 2,200 Partners 5/5/97 B 9.1875 300 Managed Account 5/6/97 B 10.5625 1,900 Partners 5/6/97 B 10.43 100 Managed Account 5/6/97 B 10.43 2,200 Partners 5/6/97 B 10.25 300 Managed Account 5/9/97 B 9.875 1,000 Partners 5/12/97 B 9.8194 10,000 Partners 5/12/97 B 9.8194 11,300 Partners 5/12/97 B 9.9464 2,200 Managed Account 5/13/97 B 9.875 1,400 Partners 5/13/97 B 9.875 2,600 Partners 5/13/97 B 9.875 400 Managed Account 5/13/97 B 9.875 1,800 Partners 5/13/97 B 9.875 200 Managed Account 5/14/97 B 9.9444 4,100 Partners 5/14/97 B 9.9444 400 Managed Account
(D) The Managed Account has the right to receive and the power to direct the receipt of dividends from, or the proceeds from the sale of, the shares of SMT owned by the Managed Account. To the best of Reporting Person's knowledge, no other person has the right to receive or the power to direct the receipt of dividends from, or the proceeds from the sale of, any shares of SMT which the Reporting Persons may be deemed to own beneficially. (E) Not applicable. ITEM 7. MATERIAL TO BE FILED AS EXHIBITS 1. Joint Acquisition Statement (incorporated by reference to the Schedule 13D filed October 2, 1996). SIGNATURE After reasonable inquiry and to the best of each of the undersigned's knowledge and belief, each of the undersigned certifies that the information set forth in this statement is true, complete and correct. Dated: May 15, 1997 DORCHESTER ADVISORS, INC. By: __/s/ Michael J. Halpern__ Michael J. Halpern President DORCHESTER PARTNERS, L.P. By: Dorchester Advisors, Inc. General Partner By: __/s/ Michael J. Halpern__ Michael J. Halpern President __/s/ Michael J. Halpern__ MICHAEL J. HALPERN -----END PRIVACY-ENHANCED MESSAGE-----