-----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, Ahy9PvMrrZrvDszpcjI8S5Rir8xpUkH279SAzOUyYgJzBTIcFxjaWHdo/53q8j1l 0A7CweUZgDBk7XwBi//www== 0000891618-97-000950.txt : 19970303 0000891618-97-000950.hdr.sgml : 19970303 ACCESSION NUMBER: 0000891618-97-000950 CONFORMED SUBMISSION TYPE: SC 13D/A PUBLIC DOCUMENT COUNT: 1 FILED AS OF DATE: 19970228 SROS: NASD SUBJECT COMPANY: COMPANY DATA: COMPANY CONFORMED NAME: MEDPARTNERS INC CENTRAL INDEX KEY: 0001000736 STANDARD INDUSTRIAL CLASSIFICATION: SERVICES-SPECIALTY OUTPATIENT FACILITIES, NEC [8093] IRS NUMBER: 631151076 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: SC 13D/A SEC ACT: 1934 Act SEC FILE NUMBER: 005-47839 FILM NUMBER: 97548571 BUSINESS ADDRESS: STREET 1: 3000 GALLERIA TOWER STREET 2: STE 1000 CITY: BIRMINGHAM STATE: AL ZIP: 35244 BUSINESS PHONE: 2057338996 MAIL ADDRESS: STREET 1: 3000 GALLERIA TOWER STREET 2: SUITE 1000 CITY: BIRMINGHAM STATE: AL ZIP: 35244 FORMER COMPANY: FORMER CONFORMED NAME: MEDPARTNERS INC /DE/ DATE OF NAME CHANGE: 19960912 FORMER COMPANY: FORMER CONFORMED NAME: MEDPARTNERS MULLIKIN INC DATE OF NAME CHANGE: 19950915 FILED BY: COMPANY DATA: COMPANY CONFORMED NAME: CATHOLIC HEALTHCARE WEST CENTRAL INDEX KEY: 0001004851 STANDARD INDUSTRIAL CLASSIFICATION: [] FILING VALUES: FORM TYPE: SC 13D/A BUSINESS ADDRESS: STREET 1: C/O MCCUTCHEN DOYLE BROWN & ENERSEN STREET 2: 1 EMBARCADERO PLACE 2100 GENG ROAD CITY: PALO ALTO STATE: CA ZIP: 94303-0913 MAIL ADDRESS: STREET 1: C/O MCCUTCHEN DOYLE BROWN & ENERSEN STREET 2: 1 EMBARCADERO PLACE 2100 CITY: PALO ALTO STATE: CA ZIP: 94303-0913 SC 13D/A 1 SCHEDULE 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) MedPartners, Inc. (formerly named MedPartners/Mullikin, Inc.) ------------------------------------------------------------- (Name of Issuer) Common Stock, $.001 par value ------------------------------ (Title of Class of Securities) 694026204 -------------- (CUSIP Number) Bartley C. Deamer McCutchen, Doyle, Brown & Enersen, LLP Three Embarcadero Center, Suite 1800 San Francisco, CA 94111 Tel: (415) 393-2168 ----------------------------------------------------------- (Name, Address and Telephone Number of Person Authorized to Receive Notices and Communications) May 15, 1996* ------------------------------------------------------------- (Date of Event which Requires Filing of this Amendment No. 1) * See Item 5(e) of this Amendment No. 1 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 [ ]. Page 1 of 10 2 CUSIP Number 694026204 - -------------------------------------------------------------------------------- 1) Name of Reporting Persons, Catholic Healthcare West S.S. or I.R.S. Identification (No social security or other IRS Nos. of Above Persons identification number required) - -------------------------------------------------------------------------------- 2) Check the Appropriate Box if a (a) ________________________________ Member of a Group (see (b) ________________________________ Instructions) NA - -------------------------------------------------------------------------------- 3) SEC Use Only - -------------------------------------------------------------------------------- 4) Source of Funds AF (See Instructions) - -------------------------------------------------------------------------------- 5) Check if Disclosure of Legal Proceedings is Required NA Pursuant to Items 2(d) or 2(e) - -------------------------------------------------------------------------------- 6) Citizenship or Place of California Organization - -------------------------------------------------------------------------------- Number of Shares Beneficially (7) Sole Voting Power 1,867,647 Owned by Each Reporting -------------------------------------- Person With (8) Shared Voting Power None -------------------------------------- (9) Sole Dispositive Power 1,867,647 -------------------------------------- (10) Shared Dispositive Power None -------------------------------------- - -------------------------------------------------------------------------------- 11) Aggregate Amount Beneficially 1,867,647 shares Owned by Each Reporting Person - -------------------------------------------------------------------------------- 12) Check if the Aggregate Amount in Row (11) Excludes Certain NA Shares (See Instructions) - -------------------------------------------------------------------------------- 13) Percent of Class Represented 1.17% by Amount in Row (11) - -------------------------------------------------------------------------------- 14) Type of Reporting Person (See Instructions) CO - -------------------------------------------------------------------------------- Page 2 of 10 3 The following information is filed to amend Items 1, 5(a) and 5(e) of the original Statement on Schedule 13D dated December 6, 1995 (the "Original Statement") of Catholic Healthcare West with respect to the Common Stock, $.001 par value, of MedPartners, Inc., formerly named MedPartners/Mullikin, Inc., and to restate the balance of the Original Statement in accordance with Rule 232.101(a)(2)(ii) of Regulation S-T promulgated by the Commission. ITEM 1. SECURITY AND ISSUER. The class of equity securities to which this Schedule 13D relates is the common stock, par value $0.001 (the "Common Stock"), issued by MedPartners, Inc., formerly named MedPartners/Mullikin, Inc. ("Issuer"), 3000 Galleria Tower, Suite 1000, Birmingham, Alabama 35244-2331 ITEM 2. IDENTITY AND BACKGROUND. This Schedule 13D is being filed by Catholic Healthcare West, a California nonprofit public benefit corporation (the "Reporting Person"), whose principal business address and principal office is 1700 Montgomery Street, Suite 300, San Francisco, California 94111. The Reporting Person supports and assists in carrying out the purposes of affiliated hospitals and healthcare organizations in California. Schedule 1 attached to this Schedule 13D contains the following information concerning each director and executive officer of the Reporting Person: (i) name and residence or business address, (ii) principal occupation or employment; and (iii) the name, principal business and address of any corporation or other organization in which such employment is conducted. Schedule 1 is incorporated by reference. To the knowledge of the Reporting Person, each of the persons named on Schedule 1 (the "Schedule 1 Persons") is a United States citizen. During the last five years, to the Reporting Person's knowledge, neither the Reporting Person nor any of the Schedule 1 Persons has been convicted in a criminal proceeding (excluding traffic violations or similar misdemeanors). During the last five years, to the Reporting Person's knowledge, neither the Reporting Person nor any of the Schedule 1 Persons has been a party to a civil proceeding of a judicial or administrative body of competent jurisdiction and, as a result of such proceeding, is or was 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. ITEM 3. SOURCE AND AMOUNT OF FUNDS OR OTHER CONSIDERATION. DCNHS-West Partnership, L.P. ("Partnership") is a California limited partnership formed in 1993, of which DCNHS-West, a California nonprofit public benefit corporation, was the original sole general partner. DCNHS-West supported and assisted in carrying out the purposes of affiliated hospitals and healthcare organizations in California. The limited partners of Partnership were all California nonprofit public benefit corporations operating hospitals whose sole member was DCNHS-West. Pursuant to an agreement dated January 11, 1994, Partnership purchased 31,070 units of Class B limited partnership interest in Mullikin Medical Enterprises, L.P. ("MME"), a medical Page 3 of 10 4 practice management company. These units represented a 15% equity interest in MME. The purchase price was $30,000,000 in cash, which Partnership paid from funds provided by DCNHS-West and the limited partners of Partnership from their working capital. On May 25, 1995, DCNHS-West effectively merged into the Reporting Person, with the Reporting Person as the surviving corporation. By virtue of this merger, the Reporting Person succeeded to DCNHS-West as the sole general partner of Partnership and as the sole member of the limited partners of Partnership. On November 29, 1995, MME merged into Issuer, with Issuer as the surviving corporation (the "Merger"). By virtue of the Merger, the MME Class B limited partnership units previously held by Partnership were converted into 1,867,647 shares (the "Shares") of Common Stock. As the sole general partner of Partnership, the Reporting Person is a beneficial owner of such shares as defined in Rule 13d-3 under the Securities Exchange Act of 1934. ITEM 4. PURPOSE OF TRANSACTION. The Reporting Person holds the Shares for investment. Reporting Person intends to review on a continuing basis its investment in Issuer and, depending on its evaluation of Issuer's business, operations, financial needs and prospects and upon market and economic conditions, Reporting Person may determine to increase (through open market or privately negotiated transactions or otherwise) or continue to hold the Shares as an investment or dispose of some or all of them. Neither the Reporting Person nor, to the best knowledge of the Reporting Person, any of its executive officers, directors or controlling persons, has any plans or proposals which relate to or which would result in any of the actions specified in clauses (a) through (j) of Item 4 of Schedule 13D. ITEM 5. INTEREST IN SECURITIES OF THE ISSUER. (a) The Reporting Person beneficially owns (as that term is defined in Rule 13d-3) 1,867,647 shares of Common Stock, representing 1.17% of the total number of shares of Common Stock outstanding on November 8, 1996, as reported on Issuer's Quarterly Report on Form 10-Q dated November 14, 1996 for the quarterly period ended September 30, 1996. The record owner of such shares is Partnership. (b) The Reporting Person has sole voting and dispositive power with respect to the Shares. (c) On November 29, 1995, pursuant to the Merger, the units of Class B limited partnership interests in MME held by Partnership were converted into 1,867,647 shares of Common Stock. (d) No other person is known to have the right to receive or the power to direct the receipt of dividends, from, or the proceeds from the sale of, the Shares. Page 4 of 10 5 (e) The Reporting Person ceased to be the beneficial owner of more than five percent of the outstanding Common Stock when the number of shares of outstanding Common Stock exceeded 37,393,480 shares. To the Reporting Person's knowledge, the Issuer's first filing with the Commission showing more than this number of shares of outstanding Common Stock was Issuer's Quarterly Report on Form 10-Q filed on May 15, 1996 for the quarterly period ended March 31, 1996. ITEM 6. CONTRACTS, ARRANGEMENTS, UNDERSTANDING OR RELATIONSHIPS WITH RESPECT TO SECURITIES OF THE ISSUER Pursuant to an agrement among Partnership, MME, several MME affiliates and Issuer terminating the agreements previously entered into between Partnership and MME in connection with Partnership's investment in units of Class B limited partnership interest in MME, on November 28, 1995, the Reporting Person's Chief Executive Officer, Richard J. Kramer, was elected a director of Issuer with a term expiring at Issuer's 1998 annual shareholders meeting. Effective on November 29, 1995, Partnership agreed to the terms of a Registration Rights Agreement with Issuer, pursuant to which Partnership is granted certain rights with respect to subsequent registrations of Common Stock under the Securities Act of 1933. The form of the Registration Rights Agreement, as so agreed, is filed as an exhibit to this Schedule 13D, and such copy is incorporated herein by reference in its entirety. Execution of this form of agreement is expected to be completed shortly. Certain hospitals affiliated with the Reporting Person provide hospital and related services to Issuer and certain medical groups affiliated with Issuer. The amount of such services is less than $5,000,000 per year. ITEM 7. MATERIAL TO BE FILED AS EXHIBITS. Exhibit 1 Form of Registration Rights Agreement, dated as of November 29, 1995, among MedPartners/Mullikin, Inc. and Walter T. Mullikin, M.D., John S. McDonald, Rosalio J. Lopez, M.D. and DCNHS-West Partnership, L.P. (filed as Exhibit 1 to the Original Statement, which was filed in paper form). Page 5 of 10 6 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. Dated: February 24, 1997 CATHOLIC HEALTHCARE WEST By: /s/ RICHARD J. KRAMER --------------------------------- Name: Richard J. Kramer Title: President/CEO Page 6 of 10 7 SCHEDULE 1 Directors and Executive Officers of Catholic Healthcare West (CHW)
Principal Occupation in Which Name and Capacity with CHW Employment Is Conducted and If Other than Principal Occupation Business Address - ---------------------------------- ------------------------------ James E. Tecca Executive Vice President/ Chairperson, Director Chief Operating Officer Bay View Federal Bank 2121 South El Camino Real Suite 501 San Mateo, California 94403 Charles H. Chapman Retired Partner Director Arthur Andersen & Company 27930 Roble Blanco Los Altos Hills, California 94022 Michael D. Connelly President Director Mercy Health System 2335 Grandview Avenue, 4th Floor Cincinnati, Ohio 45206 Paul R. Donnelly, Ph.D. Retired Professor Director Health Services Administration Webster University 9116 Pardee Spur Crestwood, Missouri 63126 Ames Early President Director Chief Executive Officer ScrippsHealth 4275 Campus Point Court San Diego, California 92121
Page 7 of 10 8 Phyllis Hughes, R.S.M. President Secretary, Director Sisters of Mercy Burlingame Regional Community 2300 Adeline Drive Burlingame, California 94010 Sister Eileen Kenny, D.C. Health Ministry Councilor Director Daughters of Charity Province of the West Seton Provincialate 26000 Altamont Road Los Altos Hills, California 94022 Richard J. Kramer President/Chief Executive Officer Director Catholic Healthcare West 1700 Montgomery Street Suite 300 San Francisco, California 94111 Kent C. Larson Executive Vice President Vice Chairperson, Director First Trust First Trust Place, MPFP0307 601 Second Avenue South Minneapolis, Minnesota 55402 Donna J. Markham, O.P. Chief Executive Officer Director Southdown Institute 1335 St. John's Sideroad East RR #2 Aurora, Ontario, L4G 3G8 Canada Susan McCarthy, R.S.M. President Director Sisters of mercy Auburn Regional Community 535 Sacramento Street Auburn, California 95603 Lillian Murphy, R.S.M. President/Chief Executive Officer Director Mercy Housing, Inc. 1601 Milwaukee, 5th Floor Denver, Colorado 80206
Page 8 of 10 9 Donald R. Olson, M.D. Administrator/ Director Chief Executive Officer Sisters of Providence Primary Care Division Providence Medical Group 1235 NE 47th Avenue Suite 209 Portland, Oregon 97213 Mary Jo Potter President/ Director Chief Executive Officer Corporate Alliance, Inc. 14 Whaleship Plaza San Francisco, California 94111 Patricia Siemen, O.P. Vicaress, General Councilor Director Adrian Dominican Sisters 1257 East Siena Heights Drive Adrian, Michigan 49221 Sister Joyce Weller, DC Visitatrix Director Daughters of Charity Province of the West Seton Provincialate 26000 Altamont Road Los Altos Hills, California 94022 Oliver W. Wesson, Jr. Vice President Director Morgan Guaranty Trust Co. 60 Wall Street, 21st Floor New York, New York 10260 Jess C. Wilson, Jr. Retired Chief Operating Officer Director Coldwell Banker Commercial Real Estate Services 2580 Sierra Boulevard, Suite E Sacramento, California 95864 John R. Burgis Senior Vice President, Financial Services Chief Financial Officer Catholic Healthcare West 1700 Montgomery Street Suite 300 San Francisco, California 94111
Page 9 of 10 10 Robert L. Johnson, Esq. Senior Vice President, Legal Services General Counsel Catholic Healthcare West 1700 Montgomery Street Suite 300 San Francisco, California 94111 Larry Wilson Executive Vice President/ Chief Operating Officer Catholic Healthcare West 1700 Montgomery Street Suite 300 San Francisco, California 94111 Kurt Sligar, M.D. Executive Vice President and Chief Medical Officer Catholic Healthcare West 1700 Montgomery Street Suite 300 San Francisco, California 94111
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