-----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, EO+YU4NtuQwfHEl0/SEzLc0Z5/d314nw7cTfba5KF4DuJ8mpJSlTiF4doQIMLyVv RkQOS01iBas+aKaQD2KmWg== 0000932384-97-000032.txt : 19970222 0000932384-97-000032.hdr.sgml : 19970222 ACCESSION NUMBER: 0000932384-97-000032 CONFORMED SUBMISSION TYPE: SC 13G PUBLIC DOCUMENT COUNT: 2 FILED AS OF DATE: 19970212 SROS: NASD GROUP MEMBERS: BERGER ASSOCIATES INC GROUP MEMBERS: BERGER SMALL COMPANY GROWTH FUND GROUP MEMBERS: KANSAS CITY SOUTHERN INDUSTRIES, INC. SUBJECT COMPANY: COMPANY DATA: COMPANY CONFORMED NAME: VIDAMED INC CENTRAL INDEX KEY: 0000929900 STANDARD INDUSTRIAL CLASSIFICATION: SURGICAL & MEDICAL INSTRUMENTS & APPARATUS [3841] IRS NUMBER: 770314454 STATE OF INCORPORATION: DE FISCAL YEAR END: 0630 FILING VALUES: FORM TYPE: SC 13G SEC ACT: 1934 Act SEC FILE NUMBER: 005-44893 FILM NUMBER: 97526785 BUSINESS ADDRESS: STREET 1: 1380 WILLOW ROAD STREET 2: SUITE 101 CITY: MENLO PARK STATE: CA ZIP: 94025 BUSINESS PHONE: 4153288781 MAIL ADDRESS: STREET 1: 1300 WILLOW RD STREET 2: STE 101 CITY: MENLO PARK STATE: CA ZIP: 94025 FILED BY: COMPANY DATA: COMPANY CONFORMED NAME: BERGER ASSOCIATES INC CENTRAL INDEX KEY: 0000903157 STANDARD INDUSTRIAL CLASSIFICATION: [] FILING VALUES: FORM TYPE: SC 13G BUSINESS ADDRESS: STREET 1: 210 UNIVERSITY BLVD STREET 2: STE 900 CITY: DENVER STATE: CO ZIP: 80206 BUSINESS PHONE: 3033290200 MAIL ADDRESS: STREET 1: 210 UNIVERSITY BLVD STREET 2: STE 900 CITY: DENVER STATE: CO ZIP: 80206 SC 13G 1 UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 SCHEDULE 13G UNDER THE SECURITIES EXCHANGE ACT OF 1934 (AMENDMENT NO. 1)* VidaMed, Inc. - ----------------------------------------------------------------- (Name of Issuer) Common Stock - ----------------------------------------------------------------- (Title of Class of Securities) 926537106 ------------------------------------------------- (CUSIP Number) Check the following box if a fee is being paid with this statement [ ]. (A fee is not required only if the filing 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). *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 the disclosures provided in a prior cover page. The information required in 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 14 pages CUSIP No. 926537106 13G Page 2 of 14 Pages 1 NAME OF REPORTING PERSON S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON Berger Associates, Inc. ID No. 13-2750052 2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a) [ ] (b) [ ] 3 SEC USE ONLY 4 CITIZENSHIP OR PLACE OF ORGANIZATION Delaware NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH 5 SOLE VOTING POWER -0- 6 SHARED VOTING POWER 60,000 7 SOLE DISPOSITIVE POWER -0- 8 SHARED DISPOSITIVE POWER 60,000 9 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 60,000 10 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES N/A 11 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9 0.6% 12 TYPE OF REPORTING PERSON IA, CO CUSIP No. 926537106 13G Page 3 of 14 Pages 1 NAME OF REPORTING PERSON S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON Berger Small Company Growth Fund, a Portfolio of Berger Investment Portfolio Trust ID No. 84-1244357 2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a) [ ] (b) [ ] 3 SEC USE ONLY 4 CITIZENSHIP OR PLACE OF ORGANIZATION Delaware NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH 5 SOLE VOTING POWER -0- 6 SHARED VOTING POWER 60,000 7 SOLE DISPOSITIVE POWER -0- 8 SHARED DISPOSITIVE POWER 60,000 9 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 60,000 10 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES N/A 11 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9 0.6% 12 TYPE OF REPORTING PERSON IV, 00 CUSIP No. 926537106 13G Page 4 of 14 Pages 1 NAME OF REPORTING PERSON S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON Kansas City Southern Industries, Inc. ID No. 44-0663509 2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a) [ ] (b) [X] 3 SEC USE ONLY 4 CITIZENSHIP OR PLACE OF ORGANIZATION Delaware NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH 5 SOLE VOTING POWER -0- 6 SHARED VOTING POWER -0- 7 SOLE DISPOSITIVE POWER -0- 8 SHARED DISPOSITIVE POWER -0- 9 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON -0- 10 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES Excludes shares beneficially owned by Berger Associates, Inc. as to which beneficial ownership is disclaimed. [X] 11 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9 0% 12 TYPE OF REPORTING PERSON HC, CO SCHEDULE 13G Page 5 of 14 - ---------------------------------------------------------------------- CUSIP No. 926537106 VidaMed, Inc. - ---------------------------------------------------------------------- Item 1. (a) Name of Issuer: VidaMed, Inc. (b) Address of Issuer's Principal Executive Offices: 1380 Willow Road, Suite 101 Menlo Park, CA 94025 Item 2. (a) Name of Person Filing: (1) Berger Associates, Inc. (2) Berger Small Company Growth Fund, a Portfolio of the Berger Investment Portfolio Trust (3) Kansas City Southern Industries, Inc. (b) Address of Principal Business Office: (1) Berger Associates, Inc.: 210 University Boulevard, Suite 900 Denver, Colorado 80206 (2) Berger Small Company Growth Fund 210 University Boulevard, Suite 900 Denver, Colorado 80206 (3) Kansas City Southern Industries, Inc. 114 West 11th Street Kansas City, MO 64105 (c) Citizenship: (1) Berger Associates, Inc.: Delaware (2) Berger Small Company Growth Fund: Delaware (3) Kansas City Southern Industries, Inc.: Delaware (d) Title of Class of Securities: Common Stock (e) CUSIP Number: 926537106 SCHEDULE 13G Page 6 of 14 - ---------------------------------------------------------------------- CUSIP No. 926537106 VidaMed, Inc. - ---------------------------------------------------------------------- Item 3. If this statement is filed pursuant to Rule 13d-1(b), or 13d-2(b), check whether the person filing is a: (a) ____ Broker or Dealer registered under Section 15 of the Act (b) ____ Bank as defined in section 3(a)(6) of the Act (c) ____ Insurance Company as defined in section 3(a)(19) of the Act (d) X Investment Company registered under section 8 of the ---- Investment Company Act/1/ (e) X Investment Adviser registered under section 203 of the ---- Investment Advisers Act of 1940/2/ (f) ____ Employee Benefit Plan, Pension Fund which is subject to the provisions of the Employee Retirement Income Security Act of 1974 or Endowment Fund; see section 240.13d-1(b)(1)(ii)(F) (g) X Parent Holding Company, in accordance with section ---- 240.13d-1(b)(1)(ii)(G) (Note: See Item 7)/3/ (h) ____ Group, in accordance with section 240.13d-1(b)(1)(ii)(H) Item 4. Ownership (a) Amount Beneficially Owned: (1) Berger Associates, Inc.: 60,000* -------- *The filing of this statement shall not be construed as an admission that Berger Associates, Inc. is, for purposes of Sections 13(d) or 13(g) of the Securities Exchange Act of 1934, the beneficial owner of any securities covered by this statement. - ---------------------------- /1/ Berger Small Company Growth Fund is a Portfolio of the Berger Investment Portfolio Trust, a Delaware business trust and a registered investment company. /2/ Berger Associates, Inc. is a registered investment adviser. /3/ Kansas City Southern Industries, Inc. ("KCSI") is the parent holding company of Berger Associates, Inc. KCSI owns approxi- mately 87% of Berger Associates, Inc. and is filing this statement solely as a result of such stock ownership which may be deemed to give KCSI control over Berger Associates, Inc. SCHEDULE 13G Page 7 of 14 - ---------------------------------------------------------------------- CUSIP No. 926537106 VidaMed, Inc. - ---------------------------------------------------------------------- Berger Associates, Inc. is a registered investment adviser which furnishes investment advice to nine mutual funds and to individual and institutional clients. The mutual funds, The One Hundred Fund, Inc.; the Berger One Hundred and One Fund, Inc., dba Berger Growth and Income Fund, Inc.; two series of the Berger Investment Portfolio Trust: (1) the Berger Small Company Growth Fund, and (2) the Berger New Generation Fund; three series of the Berger Institutional Products Trust: (1) the One Hundred Fund, Inc., (2) the Berger One Hundred and One Fund, Inc., dba the Berger Growth and Income Fund, Inc., and (3) the Berger Small Company Growth Fund; the New England Star Advisers Fund, a series of New England Funds Trust I; and the Berger Capital Growth Portfolio, a series of American Skandia Trust (collectively, the "Funds"), are open-end management investment companies registered under the Investment Company Act of 1940. As a result of its role as investment adviser or sub- adviser to the Funds, Berger Associates, Inc. may be deemed to be the beneficial owner of securities held by such funds. (2) Berger Small Company Growth Fund: 60,000 -------- (3) Kansas City Southern Industries, Inc.: 0** -------- **Kansas City Southern Industries, Inc. ("KCSI") does not own of record any shares of VidaMed, Inc. Common Stock, it has not engaged in any transaction in VidaMed, Inc. Common Stock, and it does not exercise any voting or investment power over shares of VidaMed, Inc. Common Stock. All shares reported herein have been acquired by Berger Associates, Inc.'s mutual fund clients and KCSI specifically disclaims beneficial ownership over any shares of VidaMed, Inc. Common Stock. Accordingly, the filing of this statement shall not be construed as an admission that KCSI is, for purposes of Sections 13(d) or 13(g) of the Securities Exchange Act of 1934, the beneficial owner of any securities covered by this statement. SCHEDULE 13G Page 8 of 14 - ---------------------------------------------------------------------- CUSIP No. 926537106 VidaMed, Inc. - ---------------------------------------------------------------------- (b) Percent of Class: (1) Berger Associates, Inc.: 0.6%* --- *The filing of this statement shall not be construed as an admission that Berger Associates, Inc. is, for purposes of Sections 13(d) or 13(g) of the Securities Exchange Act of 1934, the beneficial owner of any securities covered by this statement. (2) Berger Small Company Growth Fund: 0.6% --- (3) Kansas City Southern Industries, Inc.: 0.0%** --- ** See Item 4(a)(3). (c) Number of shares as to which such person has: (1) Berger Associates, Inc.: (i) sole power to vote or to direct the vote 0 ------ (ii) shared power to vote or to direct the vote 60,000 ------ (iii) sole power to dispose or to direct the disposition of 0 ------ (iv) shared power to dispose or to direct the disposition of 60,000 ------ (2) Berger Small Company Growth Fund: (i) sole power to vote or to direct the vote 0 ------ (ii) shared power to vote or to direct the vote 60,000 ------ SCHEDULE 13G Page 9 of 14 - ---------------------------------------------------------------------- CUSIP No. 926537106 VidaMed, Inc. - ---------------------------------------------------------------------- (iii) sole power to dispose or to direct the disposition of 0 ------ (iv) shared power to dispose or to direct the disposition of 60,000 ------ (3) Kansas City Southern Industries, Inc. (i) sole power to vote or to direct the vote 0 ------ (ii) shared power to vote or to direct the vote 0* ------ (iii) sole power to dispose or to direct the disposition of 0 ------ (iv) shared power to dispose or to direct the disposition of 0* ------ * See Item 4(a)(3). Item 5. Ownership of Five Percent or Less of a Class This statement is being filed to report the fact that as of the date hereof Berger Associates, Inc. and Berger Small Company Growth Fund, a Portfolio of the Berger Investment Portfolio Trust, have ceased to be the beneficial owners of more than five percent of the class of securities referenced herein. [X] Item 6. Ownership of More than Five Percent on Behalf of Another Person N/A SCHEDULE 13G Page 10 of 14 - ---------------------------------------------------------------------- CUSIP No. 926537106 VidaMed, Inc. - ---------------------------------------------------------------------- Item 7. Identification and Classification of the Subsidiary Which Acquired the Security Being Reported on By the Parent Holding Company This statement has been filed jointly by KCSI (parent holding company) and Berger Associates, Inc. (its registered investment adviser subsidiary) and information relating to Berger Associates, Inc. has been included herein. Item 8. Identification and Classification of Members of the Group N/A Item 9. Notice of Dissolution of Group N/A Item 10. Certification By signing below I certify that, to the best of my knowledge and belief, the securities referred to above were acquired in the ordinary course of business and were not acquired for the purpose of and do not have the effect of changing or influencing the control of the issuer of such securities and were not acquired in connection with or as a participant in any transaction having such purposes or effect. SCHEDULE 13G Page 11 of 14 - ---------------------------------------------------------------------- CUSIP No. 926537106 VidaMed, Inc. - ---------------------------------------------------------------------- SIGNATURE After reasonable inquiry and to the best of my knowledge and belief, I certify that the information set forth in this statement is true, complete and correct. BERGER ASSOCIATES, INC.: February 12, 1997 ----------------------------------- Date KEVIN R. FAY ----------------------------------- Signature Kevin R. Fay, Sr. Vice President - Finance and Administration ----------------------------------- Name/Title BERGER SMALL COMPANY GROWTH FUND, A PORTFOLIO OF THE BERGER INVESTMENT PORTFOLIO TRUST February 12, 1997 ----------------------------------- Date KEVIN R. FAY ----------------------------------- Signature Kevin R. Fay, Vice President, Secretary and Treasurer ----------------------------------- Name/Title SCHEDULE 13G Page 12 of 14 - ---------------------------------------------------------------------- CUSIP No. 926537106 VidaMed, Inc. - ---------------------------------------------------------------------- KANSAS CITY SOUTHERN INDUSTRIES, INC. February 12, 1997 ----------------------------------- Date LOUIS G. VAN HORN ----------------------------------- Signature Louis G. Van Horn, Vice President and Comptroller ----------------------------------- Name/Title EXHIBIT INDEX ------------- Exhibit Document Page No. A Joint Filing Agreement 14 Page 13 of 14 EX-99 2 EXHIBIT A TO SCHEDULE 13G Exhibit A to SCHEDULE 13G Berger Associates, Inc., Berger Small Company Growth Fund and Kansas City Southern Industries, Inc. ------------------------------------- Pursuant to Rule 13d-1(f)(1) under the Securities Exchange Act of 1934, Berger Associates, Inc., a Delaware corporation, the Berger Small Company Growth Fund, a Portfolio of the Berger Investment Portfolio Trust, a Delaware business trust, and Kansas City Southern Industries, Inc., a Delaware corporation, hereby agree that the preceding Schedule 13G is being filed on behalf of each of them. IN WITNESS WHEREOF, the parties hereto have duly executed this agreement on this 12th day of February, 1997. BERGER ASSOCIATES, INC.: KEVIN R. FAY ------------------------------------- Kevin R. Fay Sr. Vice President - Finance and Administration BERGER SMALL COMPANY GROWTH FUND, A PORTFOLIO OF THE BERGER INVESTMENT PORTFOLIO TRUST KEVIN R. FAY ------------------------------------- Kevin R. Fay Vice President, Secretary and Treasurer KANSAS CITY SOUTHERN INDUSTRIES, INC. LOUIS G. VAN HORN ------------------------------------- Louis G. Van Horn Vice President and Comptroller Page 14 of 14 -----END PRIVACY-ENHANCED MESSAGE-----