-----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, UDQlEcmce4Auckc2F2FO4ihspexePovk/WwtXCJG4a9CXa0PS+MNgJXrHYglSiLz oFoAKfN16vapuiyoBUM9Cw== 0000929638-06-000155.txt : 20060410 0000929638-06-000155.hdr.sgml : 20060410 20060410164850 ACCESSION NUMBER: 0000929638-06-000155 CONFORMED SUBMISSION TYPE: SC 13G PUBLIC DOCUMENT COUNT: 1 FILED AS OF DATE: 20060410 DATE AS OF CHANGE: 20060410 GROUP MEMBERS: HSO LP GROUP MEMBERS: KERRY NELSON 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 SEC ACT: 1934 Act SEC FILE NUMBER: 005-55325 FILM NUMBER: 06751299 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: 01880-1249 FILED BY: COMPANY DATA: COMPANY CONFORMED NAME: Skystone Advisors LLC CENTRAL INDEX KEY: 0001332634 IRS NUMBER: 753194489 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: SC 13G BUSINESS ADDRESS: STREET 1: ONE INTERNATIONAL PLACE STREET 2: SUITE 2400 CITY: BOSTON STATE: MA ZIP: 02110 BUSINESS PHONE: 617-603-2080 MAIL ADDRESS: STREET 1: ONE INTERNATIONAL PLACE STREET 2: SUITE 2400 CITY: BOSTON STATE: MA ZIP: 02110 SC 13G 1 skystone13g10apr06.htm

 

 

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

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hours per response...10.4

 

 

SCHEDULE 13G

 

Under the Securities Exchange Act of 1934

 

(Amendment No.                         )

 

 

American Dental Partners, Inc.

(Name of Issuer)

 

Common Stock, par value $0.01 per share

(Title of Class of Securities)

 

 

 

025353103

 

(CUSIP Number)

 

March 31, 2006

(Date of Event which Requires Filing of this Statement)

 

 

Check the appropriate box to designate the rule pursuant to which this Schedule is filed:

 

o

Rule 13d-1(b)

 

x

Rule 13d-1(c)

 

o

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 previously 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 (the "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)

HSO LP

Skystone Advisors LLC

Kerry Nelson

2

Check the Appropriate Box if a Member of a Group (See Instructions)

 

(a)         o

 

(b)         o

3

SEC Use Only

4

Citizenship or Place of Organization.

HSO LP -- Cayman Islands, British West Indies

Skystone Advisors LLC -- Delaware

Kerry Nelson -- United States

Number

of Shares

Beneficially

Owned by

Each

Reporting

Person With

5  Sole Voting Power

HSO LP -- 0 shares

Skystone Advisors LLC -- 0 shares

Kerry Nelson -- 0 shares

6  Shared Voting Power

HSO LP -- 708,943 shares

Skystone Advisors LLC -- 708,943 shares

Kerry Nelson -- 708,943 shares

7  Sole Dispositive Power

HSO LP -- 0 shares

Skystone Advisors LLC -- 0 shares

Kerry Nelson -- 0 shares

8  Shared Dispositive Power

HSO LP -- 708,943 shares

Skystone Advisors LLC -- 708,943 shares

Kerry Nelson -- 708,943 shares

9

Aggregate Amount Beneficially Owned by Each Reporting Person

HSO LP -- 708,943 shares

Skystone Advisors LLC -- 708,943 shares

Kerry Nelson -- 708,943 shares

 

10

Check if the Aggregate Amount in Row (9) Excludes Certain Shares (See Instructions) o

 

11

Percent of Class Represented by Amount in Row (9)*

HSO LP -- 5.5%

Skystone Advisors LLC -- 5.5%

Kerry Nelson -- 5.5%

 

 

 

 

CUSIP NO.

025353103

 

 

 

 

12

Type of Reporting Person (See Instructions)

HSO LP -- PN

Skystone Advisors LLC -- OO (Limited Liability Company)

Kerry Nelson -- IN

 

*      All percentage ownerships reported herein are based on 12,858,418 shares of Common Stock issued and outstanding as of March 13, 2006, as reported by the issuer in its Schedule 14A Proxy Statement, filed with the Securities and Exchange Commission on March 23, 2006. Each of the Reporting Persons disclaims beneficial ownership of the shares reported herein except to the extent of its or her pecuniary interest therein.

 

Item 1.

(a)

Name of Issuer

 

American Dental Partners, Inc.

(b)

Address of Issuer's Principal Executive Offices

 

201 Edgewater Drive

Suite 285

Wakefield, MA 01880

 

Item 2.

(a)

Name of Person Filing

 

HSO LP

Skystone Advisors LLC

Kerry Nelson

(b)

Address of Principal Business Office or, if none, Residence

 

HSO LP

The Cayman Corporate Centre, 4th Floor

27 Hospital Road

Georgetown, Grand Cayman

Cayman Islands, British West Indies

 

Skystone Advisors LLC

Two International Place, Suite 1800

Boston, MA 02110

Kerry Nelson

c/o Skystone Advisors LLC

Two International Place, Suite 1800

Boston, MA 02110

(c)

Citizenship

 

 

 

CUSIP NO.

025353103

 

 

 

 

 

HSO LP -- Cayman Islands, British West Indies

Skystone Advisors LLC -- Delaware

Kerry Nelson -- United States

(d)

Title of Class of Securities

 

Common Stock, par value $0.01 per share

(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)

o

Broker or dealer registered under section 15 of the Act (15 U.S.C. 78o).

(b)

o

Bank as defined in section 3(a)(6) of the Act (15 U.S.C. 78c).

(c)

o

Insurance Company as defined in Section 3(a)(19) of the Act

(d)

o

Investment company registered under section 8 of the Investment Company Act of 1940 (15 U.S.C 80a-8).

(e)

o

An investment adviser in accordance with §240.13d-1(b)(1)(ii)(E);

(f)

o

An employee benefit plan or endowment fund in accordance with §240.13d-1(b)(1)(ii)(F);

(g)

o

A parent holding company or control person in accordance with § 240.13d-1(b)(1)(ii)(G);

(h)

o

A savings associations as defined in Section 3(b) of the Federal Deposit Insurance Act (12 U.S.C. 1813);

(i)

o

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)

o

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 **

 

HSO LP -- 708,943 shares

Skystone Advisors LLC -- 708,943 shares

Kerry Nelson -- 708,943 shares

(b)

Percent of Class

 

HSO LP -- 5.5%

Skystone Advisors LLC -- 5.5%

Kerry Nelson -- 5.5%

 

 

 

CUSIP NO.

025353103

 

 

 

 

(c)

Number of shares as to which such person has:

 

(i)

sole power to vote or to direct the vote

 

 

HSO LP -- 0 shares

Skystone Advisors LLC -- 0 shares

Kerry Nelson -- 0 shares

 

(ii)

shared power to vote or to direct the vote

 

 

HSO LP -- 708,943 shares

Skystone Advisors LLC -- 708,943 shares

Kerry Nelson -- 708,943 shares

 

(iii)

sole power to dispose or to direct the disposition of

 

 

HSO LP -- 0 shares

Skystone Advisors LLC -- 0 shares

Kerry Nelson -- 0 shares

 

(iv)

shared power to dispose or to direct the disposition of

 

 

HSO LP -- 708,943 shares

Skystone Advisors LLC -- 708,943 shares

Kerry Nelson -- 708,943 shares

 

**         Shares reported herein for Skystone Advisors LLC and Kerry Nelson represent shares held by HSO LP. Skystone Advisors LLC is the investment member of the general partner of HSO LP. Ms. Nelson is the managing member of Skystone Advisors LLC.

 

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 o.

 

Item 6.

Ownership of More than Five Percent on Behalf of Another Person

Not applicable.

 

Item 7.

Identification and Classification of the Subsidiary Which Acquired the Security Being Reported on By the Parent Holding Company

Not applicable.

 

Item 8.

Identification and Classification of Members of the Group

Not applicable.

 

 

CUSIP NO.

025353103

 

 

 

Item 9.

Notice of Dissolution of Group

Not applicable.

 

Item 10.

Certification

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.

 

 

CUSIP NO.

025353103

 

 

 

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.

 

April 10, 2006

 

HSO LP

 

By: Skystone Advisors LLC, Investment Member of the General Partner

 

By: /s/ Kerry Nelson         

 

Name: Kerry Nelson

Title: Managing Member

 

SKYSTONE ADVISORS LLC

 

By: /s/ Kerry Nelson         

 

Name: Kerry Nelson

Title: Managing Member

 

KERRY NELSON

 

/s/ Kerry Nelson         

 

 

 

 

 

Exhibit 1

 

JOINT FILING AGREEMENT

 

This Joint Filing Agreement, dated as of April 10, 2006, is by and among HSO LP, a Cayman Islands limited partnership, Skystone Advisors LLC, a Delaware limited liability company, and Kerry Nelson, an individual (the foregoing are collectively referred to herein as the "Skystone Filers").

 

Each of the Skystone Filers may be required to file with the United States Securities and Exchange Commission a statement on Schedule 13G and/or 13D with respect to shares of common stock, par value $0.01 per share, of American Dental Partners, Inc. beneficially owned by them from time to time.

 

Pursuant to and in accordance with Rule 13(d)(1)(k) promulgated under the Securities Exchange Act of 1934, as amended, the Skystone Filers hereby agree to file a single statement on Schedule 13G and/or 13D (and any amendments thereto) on behalf of each of such parties, and hereby further agree to file this Joint Filing Agreement as an exhibit to such statement, as required by such rule.

 

This Joint Filing Agreement may be terminated by any of the Skystone Filers upon one week's prior written notice (or such lesser period of notice as the Skystone Filers may mutually agree) to the other parties hereto.

 

 

Executed and delivered as of the date first above written.

 

HSO LP

 

By: Skystone Advisors LLC, Investment Member of the General Partner

 

 

By: /s/ Kerry Nelson            

 

Name: Kerry Nelson

Title: Managing Member

 

SKYSTONE ADVISORS LLC

 

 

By: /s/ Kerry Nelson               

 

Name: Kerry Nelson

Title: Managing Member

 

KERRY NELSON

 

 

/s/ Kerry Nelson              

 

 

 

 

 

 

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