-----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, Wupo3l9kivh2mVLTjoAb890O7PoaM4BAG2VGu2zT1T9q+YYqD2uvr/AgQxPYhcma F4J6UYEzILMrvDLMLLDm+Q== 0000832746-04-000003.txt : 20040123 0000832746-04-000003.hdr.sgml : 20040123 20040123143530 ACCESSION NUMBER: 0000832746-04-000003 CONFORMED SUBMISSION TYPE: SC 13G/A PUBLIC DOCUMENT COUNT: 1 FILED AS OF DATE: 20040123 GROUP MEMBERS: CIGNA CORPORATION 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: 04540229 BUSINESS ADDRESS: STREET 1: 201 EDGEWATER DRIVE STREET 2: SUITE 285 CITY: WAKEFIELD STATE: MA ZIP: 01880-1249 BUSINESS PHONE: 6172240880 MAIL ADDRESS: STREET 1: 301 EDGEWATER PLACE STREET 2: SUITE 320 CITY: WAKEFIELD STATE: MA ZIP: 01880 FILED BY: COMPANY DATA: COMPANY CONFORMED NAME: TIMESSQUARE CAPITAL MANAGEMENT INC CENTRAL INDEX KEY: 0000832746 FILING VALUES: FORM TYPE: SC 13G/A BUSINESS ADDRESS: STREET 1: 4 TIMES SQUARE CITY: NEW YORK STATE: NY ZIP: 10004 BUSINESS PHONE: 8605344284 MAIL ADDRESS: STREET 1: 280 TRUNBULL ST STREET 2: HI6C CITY: HARTFORD STATE: CT ZIP: 06103 FORMER COMPANY: FORMER CONFORMED NAME: CIGNA INVESTMENTS INC DATE OF NAME CHANGE: 19950207 SC 13G/A 1 ame13g104.txt SCHEDULE 13G/A SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13G Under the Securities Exchange Act of l934 (Amendment No. 3 )/1/ ------------ American Dental Partners, Inc. ------------------------------ (Name of Issuer) Common Stock, $0.01 par value ----------------------------- (Title of Class of Securities) 025353103 --------- (CUSIP Number) December 31, 2003 ----------------- (Date of Event Which Requires Filing of this Statement) Check the appropriate box to designate the rule pursuant to which this Schedule is filed. [X] Rule 13d-1(b) [ ] Rule 13d-1(c) [ ] Rule 13d-1(d) /1/ 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). CUSIP No. 025353103 1) Names of Reporting Persons I.R.S. Identification Nos. of Above Persons (Entities Only) TimesSquare Capital Management, Inc. 06-0861092 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 Delaware (5) Sole Voting Power 0 Number of ------------------------------------------------------------ Shares Beneficially (6) Shared Voting Power 613,500 Owned ------------------------------------------------------------ By Each Reporting (7) Sole Dispositive Power 0 Person ------------------------------------------------------------ With (8) Shared Dispositive Power 613,500 9) Aggregate Amount Beneficially Owned by Each Reporting Person 613,500 10) Check if the Aggregate Amount in Row (9) Excludes Certain Shares (See Instructions) [ ] 11) Percent of Class Represented by Amount in Row 9 8.3% 12) Type of Reporting Person (See Instructions) IA CUSIP No. 025353103 1) Names of Reporting Persons I.R.S. Identification Nos. of Above Persons (Entities Only) CIGNA Corporation 06-1059331 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 Delaware (5) Sole Voting Power 0 Number of ------------------------------------------------------------ Shares Beneficially (6) Shared Voting Power 613,500 Owned ------------------------------------------------------------ by Each Reporting (7) Sole Dispositive Power 0 Person ------------------------------------------------------------ With (8) Shared Dispositive Power 613,500 9) Aggregate Amount Beneficially Owned by Each Reporting Person 613,500 10) Check if the Aggregate Amount in Row (9) Excludes Certain Shares (See Instructions) [ ] 11) Percent of Class Represented by Amount in Row 9 8.3% 12) Type of Reporting Person (See Instructions) HC Item l(a) Name of Issuer: American Dental Partners, Inc. Item l(b) Address of Issuer's Principal Executive Offices: 201 Edgewater Drive, Suite 285 Wakefield, MA 01880 Item 2(a) Name of Persons Filing: TimesSquare Capital Management, Inc. ("TimesSquare") CIGNA Corporation ("CIGNA") This statement is filed on behalf of each of TimesSquare and CIGNA pursuant to Rule 13d-1(k)(1) under the Securities Exchange Act of 1934, as amended. Item 2(b) Address of Principal Business Office or, if none, Residence: TimesSquare: Four Times Square, 25th Floor New York, NY 10036 CIGNA: One Liberty Place Philadelphia, PA 19192 Item 2(c) Citizenship: TimesSquare and CIGNA are both Delaware corporations. Item 2(d) Title of Class of Securities: Common Stock, $0.01 par value Item 2(e) CUSIP Number: 025353103 Item 3 This statement is filed by TimesSquare pursuant to sections 240.l3d-l(b), or 240.13d-2(b) or (c), on the basis that TimesSquare is an investment adviser in accordance with section 240.13d-1(b)(1)(ii)(E). This statement is filed by CIGNA pursuant to sections 240.13d-1(b), or 240.13d-2(b) or (c), on the basis that CIGNA is a parent holding company or control person in accordance with section 240.13d-1(b)(1)(ii)(G). Item 4 Ownership. The following ownership information is as of December 31, 2003. (a) Amount Beneficially Owned: 613,500 shares* (b) Percent of Class: 8.3%* Percent of class is based on 7,352,440 shares of Common Stock outstanding as of November 3, 2003 as reported in the Issuer's Form 10-Q for the quarterly period ended September 30, 2003 filed with the Securities and Exchange Commission on November 5, 2003. (c) Number of shares as to which the person has: (i) sole power to vote or to direct the vote 0 (ii) shared power to vote or to direct the vote 613,500* (iii) sole power to dispose or to direct the disposition of 0 (iv) shared power to dispose or to direct the disposition of 613,500* * All of the shares reported on in this statement are owned by investment advisory clients of TimesSquare. In its role as investment adviser, TimesSquare has voting and dispositive power with respect to these shares. As the ultimate parent company of TimesSquare, CIGNA may be deemed to beneficially own, and to share voting and dispositive power with respect to, the 613,500 shares that may be deemed to be beneficially owned by TimesSquare. 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 [ ]. Not applicable Item 6 Ownership of More than Five Percent on Behalf of Another Person. The shares of Common Stock reported on in this statement are owned by investment advisory clients of TimesSquare, and such clients have the right to receive dividends from and proceeds from the sale of such shares. To TimesSquare's knowledge, the interest of no one of these clients relates to more than 5% of the class, except for the interest of Connecticut General Life Insurance Company. Item 7 Identification and Classification of the Subsidiary Which Acquired the Security Being Reported on By the Parent Holding Company or Control Person. See Attachment A Item 8 Identification and Classification of Members of the Group. Not applicable. Item 9 Notice of Dissolution of Group. Not applicable. Item l0 Certification. 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. 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. Date: January 22, 2004 TIMESSQUARE CAPITAL MANAGEMENT, INC. Signature: /s/ Timothy F. Roberts ------------------------------------------------- Name/Title: Timothy F. Roberts Vice President and Compliance Officer CIGNA CORPORATION Signature: /s/ Kathryn Pietrowiak ------------------------------------------------- Name/Title: Kathryn Pietrowiak Assistant Corporate Secretary ATTACHMENT A to Schedule 13G The identity and classification of the subsidiaries which acquired the shares of the Issuer's Common Stock being reported on by CIGNA, the parent holding company, are as follows:
Nature of Item 3 Identity Beneficial Ownership Classification -------- -------------------- -------------- Connecticut General Life Direct owner of 440,000 shares of Common IC Insurance Company Stock TimesSquare Capital Management, Indirect owner of 613,500 shares of Common IA Inc. Stock through performance of investment management activities for Connecticut General Life Insurance Company and other investment advisory clients
EXHIBIT 1 TO SCHEDULE 13G JOINT FILING AGREEMENT In accordance with Rule 13d-1(k)(1) under the Securities Exchange Act of 1934, as amended, the persons named below agree to the joint filing on behalf of each of them of a Statement on Schedule 13G (including amendments thereto) with respect to the Common Stock, $0.01 par value, of American Dental Partners, Inc., and further agree that this Joint Filing Agreement be included as an exhibit to such joint filing. In evidence thereof, the undersigned being duly authorized, hereby execute this Agreement this 22nd day of January 2004. TIMESSQUARE CAPITAL MANAGEMENT, INC. By: /s/ Timothy F. Roberts --------------------------------------------- Name: Timothy F. Roberts Title: Vice President and Compliance Officer CIGNA CORPORATION By: /s/ Kathryn Pietrowiak --------------------------------------------- Name: Kathryn Pietrowiak Title: Assistant Corporate Secretary -----END PRIVACY-ENHANCED MESSAGE-----