-----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, Sgx+t6gABYMGSsPmuCWRtkWeE0Q9Yz7jBgM/C6UVODONvkaObtrmDRmZdBnRDUOL rvdHv5Lune1lWtsMKql1Vg== 0000893750-99-000148.txt : 19990406 0000893750-99-000148.hdr.sgml : 19990406 ACCESSION NUMBER: 0000893750-99-000148 CONFORMED SUBMISSION TYPE: 3 PUBLIC DOCUMENT COUNT: 1 CONFORMED PERIOD OF REPORT: 19990324 FILED AS OF DATE: 19990405 SUBJECT COMPANY: COMPANY DATA: COMPANY CONFORMED NAME: SHERIDAN HEALTHCARE INC CENTRAL INDEX KEY: 0000946489 STANDARD INDUSTRIAL CLASSIFICATION: SERVICES-SPECIALTY OUTPATIENT FACILITIES, NEC [8093] IRS NUMBER: 043252967 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 3 SEC ACT: SEC FILE NUMBER: 000-26260 FILM NUMBER: 99587272 BUSINESS ADDRESS: STREET 1: 4651 SHERIDAN ST STREET 2: STE 400 CITY: HOLLYWOOD STATE: FL ZIP: 33021 BUSINESS PHONE: 3059875822 MAIL ADDRESS: STREET 1: 4651 SHERIDAN STREET STREET 2: SUITE 400 CITY: HOLLYWOOD STATE: FL ZIP: 33021 COMPANY DATA: COMPANY CONFORMED NAME: VESTAR SHERIDAN INC CENTRAL INDEX KEY: 0001083085 STANDARD INDUSTRIAL CLASSIFICATION: [] OWNER STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 3 BUSINESS ADDRESS: STREET 1: 245 PARK AVENUE STREET 2: 41ST FLOOR CITY: NEW YORK STATE: NY ZIP: 10167 BUSINESS PHONE: 2123511600 MAIL ADDRESS: STREET 1: 245 PARK AVENUE STREET 2: 41ST FL CITY: NEW YORK STATE: NY ZIP: 10167 3 1 OMB APPROVAL OMB Number: 3235-0104 Expires: September 30, 1998 Estimated average burden hours per response . . . . . . . . 0.5 UNITED STATES SECURITIES AND EXCHANGE COMMISSION FORM 3 Washington, D.C. 20549 INITIAL STATEMENT OF BENEFICIAL OWNERSHIP OF SECURITIES Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934, Section 17(a) of the Public Utility Holding Company Act of 1935 or Section 30(f) of the Investment Company Act of 1940 (Print or Type Responses) 1. Name and Address of Vestar/Sheridan Holdings, Inc. Reporting Person* (Last) (First) (Middle) 245 Park Avenue, 41st Floor (Street) New York NY 10154 (City) (State) (Zip) 2. Date of Event 3/24/99 Requiring Statement (Month/Day/Year) 3. IRS or Social Security Number of Reporting Person (Voluntary) 4. Issuer Name and Ticker Sheridan Healthcare, Inc. SHCR or Trading Symbol 5. Relationship of Director X 10% Owner Reporting Person(s) to Officer (give Other (specify Issuer title below) below) (Check all applicable) Page 1 of 6 6. If Amendment, Date of Original (Month/Day/Year) 7. Individual or Form filed by One Reporting Person Joint/Group Filing X Form filed by More than One Reporting (Check Applicable Person Line) Page 2 of 6 FORM 3 (continued) Table I -- Non-Derivative Securities Beneficially Owned 1. Title of Security Common Stock (Instr. 4) 2. Amount of Securities No Securities beneficially owned. See Attachment A. Beneficially Owned (Instr. 4) 3. Ownership Form: Direct (D) or Indirect (I) (Instr. 5) See Attachment A 4. Nature of Indirect See Attachment A Beneficial Ownership (Instr. 5) Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly. * If the form is filed by more than one reporting person, see Instruction 5(b)(v). Potential persons who are to respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB control number. (Over) SEC 1473 (7-96) Page 3 of 6 Table II -- Derivative Securities Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities) 1. Title of Derivative Security (Instr. 4) 2. Date Exercisable and Date Exercisable Expiration Date Expiration Date (Month/Day/Year) 3. Title and Amount of Title Amount or Securities Underlying Number of Derivative Security Shares (Instr. 4) 4. Conversion or Exercise Price of Derivative Security 5. Ownership Form of Derivative Security: Direct (D) or Indirect (I) (Instr. 5) 6. Nature of Indirect Beneficial Ownership (Instr. 5) /s/ Robert L. Rosner, Vice President 4/3/99 ____________________________________ ______________ **Signature of Reporting Person Date Explanation of Responses: See Attachment A ** Intentional misstatements or omissions of facts constitute Federal Criminal Violations. See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a). Note: File three copies of this Form, one of which must be manually signed. If space provided is insufficient, See Instruction 6 for procedure. Page 4 of 6 Potential persons who are to respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB Number. SEC 1473 (7-96) Page 5 of 6 FORM 3 (continued) Attachment to Form 3 Reporting Person: Vestar/Sheridan Holdings, Inc. Address: 245 Park Avenue, 41st Floor New York, New York 10154 Issuer and Ticker Symbol: Sheridan Healthcare, Inc.--- SHCR Date of Event Requiring Statement: 3/24/99 SIGNATURES OF OTHER REPORTING PERSONS VESTAR/CALVARY INVESTORS, LLC By: VESTAR CAPITAL PARTNERS III, L.P. its Sole Member By: VESTAR ASSOCIATES III, L.P. its General Partner By: VESTAR ASSOCIATES CORPORATION III its General Partner By: /s/ Robert L. Rosner Date: April 3, 1999 Title: Vice President VESTAR/SHERIDAN, INC. By: /s/ Robert L. Rosner Date: April 3, 1999 Title: Vice President Name and Address of Reporting Person: Vestar/Sheridan Holdings, Inc. 245 Park Avenue, 41st Floor New York, New York 10154 Date of Event Requiring Statement: March 24, 1999 Issuer Name and Ticker Symbol: Sheridan Healthcare, Inc. -- SHCR OTHER REPORTING PERSONS: NAMES AND ADDRESSES 1. VESTAR/SHERIDAN INVESTORS, LLC 245 Park Avenue, 41st Floor New York, New York 10154 2. VESTAR/SHERIDAN, INC. 245 Park Avenue, 41st Floor New York, New York 10154 -4- Name and Address of Reporting Person: Vestar/Sheridan Holdings, Inc. 245 Park Avenue, 41st Floor New York, New York 10154 Date of Event Requiring Statement: March 24, 1999 Issuer Name and Ticker Symbol: Sheridan Healthcare, Inc. -- SHCR ATTACHMENT A This Form 3 is being filed jointly by Vestar/Sheridan Investors, LLC, a Delaware limited liability company ("Holdings"), Vestar/Sheridan Holdings, Inc., a Delaware corporation ("Parent"), and Vestar/Sheridan, Inc., a Delaware corporation ("Sub") (the foregoing, collectively, the "Reporting Persons"). On March 24, 1999, Parent and Sub entered into an Agreement and Plan of Merger with Sheridan Healthcare, Inc. In connection therewith, Parent entered into various agreements with six executive officers of Sheridan Healthcare, Inc. pursuant to which, among other things, the executive officers agreed to tender their shares of Common Stock of Sheridan Healthcare, Inc. into Sub's tender offer, not pledge or otherwise dispose of such shares and to vote such shares in favor of adoption of the Agreement and Plan of Merger and against certain other proposals. As a result, the Reporting Persons together with the executives may be deemed to constitute a "group" within the meaning of Section 13(d) of the Securities Exchange Act of 1934, as amended (the "Exchange Act"), and the Reporting Persons may be deemed to have acquired beneficial ownership of the shares of Common Stock owned or deemed to be beneficially owned by the executives. The Reporting Persons do not affirm the existence of a group for the purpose of Section 13(d) of the Exchange Act or for any other purpose, and the Reporting Persons disclaim beneficial ownership of and any pecuniary interest in any shares of Common Stock. -5- By: /s/ Robert L. Rosner Date: April 3, 1999 Title: Vice President VESTAR/SHERIDAN, INC. By: /s/ Robert L. Rosner Date: April 3, 1999 Title: Vice President on behalf of Vestar/Sheridan, Inc. /s/ Robert L. Rosner, Vice President 4/3/99 ____________________________________ ______________ **Signature of Reporting Person Date -----END PRIVACY-ENHANCED MESSAGE-----