0000014661-05-000008.txt : 20120629
0000014661-05-000008.hdr.sgml : 20120629
20050128153122
ACCESSION NUMBER: 0000014661-05-000008
CONFORMED SUBMISSION TYPE: SC 13G/A
PUBLIC DOCUMENT COUNT: 1
FILED AS OF DATE: 20050128
DATE AS OF CHANGE: 20050128
SUBJECT COMPANY:
COMPANY DATA:
COMPANY CONFORMED NAME: AMERICAN DENTAL PARTNERS INC
CENTRAL INDEX KEY: 0001028087
STANDARD INDUSTRIAL CLASSIFICATION: SERVICES-MISC HEALTH & ALLIED SERVICES, NEC [8090]
IRS NUMBER: 043297858
STATE OF INCORPORATION: DE
FISCAL YEAR END: 1231
FILING VALUES:
FORM TYPE: SC 13G/A
SEC ACT: 1934 Act
SEC FILE NUMBER: 005-55325
FILM NUMBER: 05558049
BUSINESS ADDRESS:
STREET 1: 201 EDGEWATER DRIVE
STREET 2: SUITE 285
CITY: WAKEFIELD
STATE: MA
ZIP: 01880-1249
BUSINESS PHONE: 781-224-0880
MAIL ADDRESS:
STREET 1: 201 EDGEWATER DRIVE
STREET 2: SUITE 285
CITY: WAKEFIELD
STATE: MA
ZIP: 01880
FILED BY:
COMPANY DATA:
COMPANY CONFORMED NAME: BROWN BROTHERS HARRIMAN & CO
CENTRAL INDEX KEY: 0000014661
IRS NUMBER: 134973745
STATE OF INCORPORATION: NY
FILING VALUES:
FORM TYPE: SC 13G/A
BUSINESS ADDRESS:
STREET 1: 140 BROADWAY
CITY: NEW YORK
STATE: NY
ZIP: 10005-1101
BUSINESS PHONE: 2124938200
MAIL ADDRESS:
STREET 1: 140 BROADWAY
CITY: NEW YORK
STATE: NY
ZIP: 10005-1101
SC 13G/A
1
americandentalye.txt
AMERICANDENTAL
SCHEDULE 13G
Under the Securities Exchange Act of 1934
(Amendment No. 8)*
Name of Issuer: American Dental Partners
Title of Class of Securities: Common stock
CUSIP Number: 025353103
Date of Event Which Requires Filing of this Statement: 12/31/2004
Check the appropriate box to designate the rule pursuant to which this
Schedule is filed:
[ ] Rule 13d-1(b)
[X] Rule 13d-1(c)
[ ] Rule 13d-1(d)
*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.
------------------------------------------------------------------------
------------------------------------------------------------------------
1. Names of Reporting Persons.
I.R.S. Identification Nos. of above persons (entities only):
- Timothy E. Hartch
2. Check the Appropriate Box if a Member of a Group (See Instructions)
(a)
(b)
3. SEC Use Only
.............................................................
4. Citizenship or Place of Organization: USA
Number of Shares Beneficially Owned by Each Reporting Person With :
5. Sole Voting Power: Timothy E. Hartch - 733,700
6. Shared Voting Power: Timothy E. Hartch - 733,700
7. Sole Dispositive Power: Timothy E. Hartch - 733,700
8. Shared Dispositive Power: Timothy E. Hartch ? 733,700
9. Aggregate Amount Beneficially Owned by Each Reporting Person:
Timothy E. Hartch - 733,700
10. Check if the Aggregate Amount in Row (9) Excludes Certain Shares
(See Instructions)
11. Percent of Class Represented by Amount in Row (9): 9.3%
12. Type of Reporting Person (See Instructions): IN
------------------------------------------------------------------------
.........................................................................
.........................................................................
------------------------------------------------------------------------
1. Names of Reporting Persons.
I.R.S. Identification Nos. of above persons (entities only):
- Richard H. Witmer
2. Check the Appropriate Box if a Member of a Group (See Instructions)
(a)
(b)
3. SEC Use Only
.............................................................
4. Citizenship or Place of Organization: USA
Number of Shares Beneficially Owned by Each Reporting Person With :
5. Sole Voting Power: Richard H. Witmer - 733,700
6. Shared Voting Power: Richard H. Witmer - 733,700
7. Sole Dispositive Power: Richard H. Witmer - 733,700
8. Shared Dispositive Power: Richard H. Witmer - 733,700
9. Aggregate Amount Beneficially Owned by Each Reporting Person:
Richard H. Witmer - 733,700
10. Check if the Aggregate Amount in Row (9) Excludes Certain Shares
(See Instructions)
11. Percent of Class Represented by Amount in Row (9): 9.3%
12. Type of Reporting Person (See Instructions): IN
------------------------------------------------------------------------
.........................................................................
.........................................................................
------------------------------------------------------------------------
1. Names of Reporting Persons.
I.R.S. Identification Nos. of above persons (entities only):
1818 Master Partners Ltd., 522281716
2. Check the Appropriate Box if a Member of a Group (See Instructions)
(a)
(b)
3. SEC Use Only
.............................................................
4. Citizenship or Place of Organization: Cayman
Number of Shares Beneficially Owned by Each Reporting Person With :
5. Sole Voting Power: 1818 Masters Partners Ltd. - 733,700
6. Shared Voting Power: 1818 Masters Partners Ltd. - 733,700
7. Sole Dispositive Power: 1818 Masters Partners Ltd. - 733,700
8. Shared Dispositive Power: 1818 Masters Partners Ltd. - 733,700
9. Aggregate Amount Beneficially Owned by Each Reporting Person:
1818 Masters Partners Ltd. - 733,700
10. Check if the Aggregate Amount in Row (9) Excludes Certain Shares
(See Instructions)
11. Percent of Class Represented by Amount in Row (9): 9.3%
12. Type of Reporting Person (See Instructions): CO
1. Names of Reporting Persons.
I.R.S. Identification Nos. of above persons (entities only):
- Brown Brothers Harriman & Co. 13-4973745
2. Check the Appropriate Box if a Member of a Group (See Instructions)
(a)
(b)
3. SEC Use Only
.............................................................
4. Citizenship or Place of Organization: USA
Number of Shares Beneficially Owned by Each Reporting Person With :
5. Sole Voting Power: BBH & Co. - 0
6. Shared Voting Power: BBH & Co. - 733,700
7. Sole Dispositive Power: BBH & Co. - 0
8. Shared Dispositive Power: BBH & Co. - 733,700
9. Aggregate Amount Beneficially Owned by Each Reporting Person:
BBH & Co. - 733,700
10. Check if the Aggregate Amount in Row (9) Excludes Certain Shares
(See Instructions)
11. Percent of Class Represented by Amount in Row (9): 9.3%
12. Type of Reporting Person (See Instructions): BK
------------------------------------------------------------------------
.........................................................................
.........................................................................
------------------------------------------------------------------------
Notes: Attach as many copies of the second part of the cover page as are
needed, one reporting person per page.
Filing persons may, in order to avoid unnecessary duplication, answer items
on the schedules (Schedule 13D, 13G or 14D1) by appropriate cross references
to an item or items on the cover page(s). This approach may only be used where
the cover page item or items provide all the disclosure required by the
schedule item. Moreover, such a use of a cover page item will result in the
item becoming a part of the schedule and accordingly being considered as
"filed" for purposes of Section 18 of the Securities Exchange Act or otherwise
subject to the liabilities of that section of the Act.
Reporting persons may comply with their cover page filing requirements by
filing either completed copies of the blank forms available from the
Commission, printed or typed facsimiles, or computer printed facsimiles,
provided the documents filed have identical formats to the forms prescribed in
the Commission's regulations and meet existing Securities Exchange Act rules
as to such matters as clarity and size (Securities Exchange Act Rule 12b-12).
SPECIAL INSTRUCTIONS FOR COMPLYING WITH SCHEDULE 13G
Under Sections 13(d), 13(g), and 23 of the Securities Exchange Act of 1934
and the rules and regulations thereunder, the Commission is authorized to
solicit the information required to be supplied by this schedule by certain
security holders of certain issuers.
Disclosure of the information specified in this schedule is mandatory, except
for I.R.S. identification numbers, disclosure of which is voluntary. The
information will be used for the primary purpose of determining and disclosing
the holdings of certain beneficial owners of certain equity securities. This
statement will be made a matter of public record. Therefore, any information
given will be available for inspection by any member of the public.
Because of the public nature of the information, the Commission can use it
for a variety of purposes, including referral to other governmental
authorities or securities self-regulatory organizations for investigatory
purposes or in connection with litigation involving the Federal securities
laws or other civil, criminal or regulatory statutes or provisions. I.R.S.
identification numbers, if furnished, will assist the Commission in
identifying security holders and, therefore, in promptly processing statements
of beneficial ownership of securities.
Failure to disclose the information requested by this schedule, except for
I.R.S. identification numbers, may result in civil or criminal action against
the persons involved for violation of the Federal securities laws and rules
promulgated thereunder.
GENERAL INSTRUCTIONS
A. Statements filed pursuant to Rule 13d-1(b) containing the information
required by this schedule shall be filed not later than February 14 following
the calendar year covered by the statement or within the time specified in
Rules 13d-1(b)(2) and 13d2(c). Statements filed pursuant to Rule 13d-1(c)
shall be filed within the time specified in Rules 13d-1(c), 13d-2(b) and 13d-
2(d). Statements filed pursuant to Rule 13d-1(d) shall be filed not later than
February 14 following the calendar year covered by the statement pursuant to
Rules 13d-1(d) and 13d-2(b).
B. Information contained in a form which is required to be filed by rules
under section 13(f) (15 U.S.C. 78m(f)) for the same calendar year as that
covered by a statement on this schedule may be incorporated by reference in
response to any of the items of this schedule. If such information is
incorporated by reference in this schedule, copies of the relevant pages of
such form shall be filed as an exhibit to this schedule.
C. The item numbers and captions of the items shall be included but the text
of the items is to be omitted. The answers to the items shall be so prepared
as to indicate clearly the coverage of the items without referring to the text
of the items. Answer every item. If an item is inapplicable or the answer is
in the negative, so state.
Item 1.
(a) Name of Issuer : American Dental Partners.
(b) Address of Issuer's Principal Executive Offices :
Suite 285
201 Edgewater Drive
Wakefield, MA 01880
Item 2.
(a) Name of Person Filing:
Brown Brothers Harriman & Co.
(b) Address of Principal Business Office or, if none, Residence:
140 Broadway, New York, NY 10005
(c) Citizenship:
USA
(d) Title of Class of Securities:
Common Stock
(e) CUSIP Number:
025353103
Item 3. If this statement is filed pursuant to 240.13d-1(b) or 240.13d-2(b)
or (c), check whether the person filing is a:
(a) [ ] Broker or dealer registered under section 15 of the Act (15
U.S.C.78o)
(b) [x] Bank as defined in section 3(a)(6) of the Act (15 U.S.C. 78c).
(c) [ ] Insurance company as defined in section 3(a)(19) of the Act (15
U.S.C. 78c).
(d) [ ] Investment company registered under section 8 of the Investment
Company Act of 1940 (15 U.S.C 80a-8).
(e) [ ] An investment adviser in accordance with ?240.13d-1(b)(1)(ii)(E);
(f) [ ] An employee benefit plan or endowment fund in accordance with
?240.1d-1(b)(1)(ii)(F);
(g) [ ] A parent holding company or control person in accordance with
240.13d-1(b)(1)(ii)(G);
(h) [ ] A savings associations as defined in Section 3(b) of the Federal
Deposit Insurance Act (12 U.S.C. 1813);
(i) [ ] A church plan that is excluded from the definition of an
investment company under section 3(c)(14) of the Investment Company Act of
1940 (15 U.S.C. 80a-3);
(j) [ ] Group, in accordance with ?240.13d-1(b)(1)(ii)(J).
Item 4. Ownership.
Provide the following information regarding the aggregate number and
percentage of the class of securities of the issuer identified in Item 1.
(a) Amount beneficially owned:
BBH ? 733,700
1818 Masters Partners Ltd. - 733,700
Timothy Hartch - 733,700
Richard H. Witmer - 733,700
(b) Percent of class:
BBH ? 9.3%
1818 Masters Partners Ltd. - 9.3%
Timothy Hartch - 9.3%
Richard H. Witmer - 9.3%
(c) Number of shares as to which the person has:
(i) Sole power to vote or to direct the vote
BBH - 0
1818 Masters Partners Ltd. - 733,700
Timothy Hartch - 733,700
Richard H. Witmer - 733,700
(ii) Shared power to vote or to direct the vote
BBH - 733,700
1818 Masters Partners Ltd. - 733,700
Timothy Hartch - 733,700
Richard H. Witmer - 733,700
(iii) Sole power to dispose of to direct the disposition of
BBH - 0
1818 Masters Partners Ltd. - 733,700
Timothy Hartch - 733,700
Richard H. Witmer - 733,700
(iv) Shared power to dispose or to direct the disposition of
BBH - 733,700
1818 Masters Partners Ltd. - 733,700
Timothy Hartch - 733,700
Richard H. Witmer - 733,700
Instruction. For computations regarding securities which represent a right to
acquire an underlying security see ?240.13d3(d)(1).
Item 5. Ownership of Five Percent or Less of a Class
If this statement is being filed to report the fact that as of the date
hereof the reporting person has ceased to be the beneficial owner of more than
five percent of the class of securities, check the following [ ].
Instruction: Dissolution of a group requires a response to this item.
***NOT APPLICABLE***
Item 6. Ownership of More than Five Percent on Behalf of Another Person.
If any 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, such
securities, a statement to that effect should be included in response to this
item and, if such interest relates to more than five percent of the class,
such person should be identified. A listing of the shareholders of an
investment company registered under the Investment Company Act of 1940 or the
beneficiaries of employee benefit plan, pension fund or endowment fund is not
required.
***NOT APPLICABLE***
Item 7. Identification and Classification of the Subsidiary Which Acquired
the Security Being Reported on By the Parent Holding Company or Control
Person.
If a parent holding company or Control person has filed this schedule,
pursuant to Rule 13d-1(b)(1)(ii)(G), so indicate under Item 3(g) and attach an
exhibit stating the identity and the Item 3 classification of the relevant
subsidiary. If a parent holding company or control person has filed this
schedule pursuant to Rule 13d-1(c) or Rule 13d-1(d), attach an exhibit stating
the identification of the relevant subsidiary.
***NOT APPLICABLE***
Item 8. Identification and Classification of Members of the Group
If a group has filed this schedule pursuant to 240.13d-1(b)(1)(ii)(J), so
indicate under Item 3(j) and attach an exhibit stating the identity and Item 3
classification of each member of the group. If a group has filed this schedule
pursuant to ?240.13d-1(c) or ?240.13d-1(d), attach an exhibit stating the
identity of each member of the group.
***NOT APPLICABLE***
Item 9. Notice of Dissolution of Group
Notice of dissolution of a group may be furnished as an exhibit stating
the
date of the dissolution and that all further filings with respect to
transactions in the security reported on will be filed, if required, by
members of the group, in their individual capacity. See Item 5.
***NOT APPLICABLE***
Item 10. Certification
(a) The following certification shall be included if the statement is filed
pursuant to 240.13d-1(b):
By signing below I certify that, to the best of my knowledge and belief, the
securities referred to above were acquired and are held in the ordinary course
of business and were not acquired and are not held for the purpose of or with
the effect of changing or influencing the control of the issuer of the
securities and were not acquired and are not held in connection with or as a
participant in any transaction having that purpose or effect.
(b) The following certification shall be included if the statement is filed
pursuant to 240.13d-1(c):
By signing below I certify that, to the best of my knowledge and belief, the
securities referred to above were not acquired and are not held for the
purpose of or with the effect of changing or influencing the control of the
issuer of the securities and were not acquired and are not held in connection
with or as a participant in any transaction having that purpose or effect.
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: January 28, 2005 Brown Brothers Hariman & Co.
/s/ Richard H. Witmer Jr. *
- - - - - - - - - - - - - - - -
Name: Richard H. Witmer Jr.
Title: Partner
Dated: January 28, 2005 1818 Master Partners, Ltd.
/s/ Richard H. Witmer Jr. *
- - - - - - - - - - - - - - - -
Name: Richard H. Witmer Jr.
Title: Director
Dated: January 28, 2005 Richard H. Witmer Jr.
/s/ Richard H. Witmer Jr. *
- - - - - - - - - - - - - - - -
Name: Richard H. Witmer Jr.
Dated: January 28, 2005 Timothy Hartch
/s/ Timothy Hartch *
- - - - - - - - - - - - - - - -
Name: Timothy Hartch
The original statement shall be signed by each person on whose behalf the
statement is filed or his authorized representative. If the statement is
signed on behalf of a person by his authorized representative other than an
executive officer or general partner of the filing person, evidence of the
representative's authority to sign on behalf of such person shall be filed
with the statement, provided, however, that a power of attorney for this
purpose which is already on file with the Commission may be incorporated by
reference. The name and any title of each person who signs the statement shall
be typed or printed beneath his signature.
NOTE: Schedules filed in paper format shall include a signed original and
five copies of the schedule, including all exhibits. See ?240.13d-7 for other
parties for whom copies are to be sent.
Attention: Intentional misstatements or omissions of fact constitute Federal
criminal violations
(See 18 U.S.C. 1001)