-----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, Js+O/Fy5Njs60GtZAjg2eI+vAJj+bPIs3JDFROOGmQ5GVl+EEfM9hPZjuI6ZeRHi t8H7gcB1hqv6UEETR1HrGA== 0000898531-01-500168.txt : 20010726 0000898531-01-500168.hdr.sgml : 20010726 ACCESSION NUMBER: 0000898531-01-500168 CONFORMED SUBMISSION TYPE: SC 13D/A PUBLIC DOCUMENT COUNT: 1 FILED AS OF DATE: 20010725 SUBJECT COMPANY: COMPANY DATA: COMPANY CONFORMED NAME: ZIEGLER COMPANIES INC CENTRAL INDEX KEY: 0000109312 STANDARD INDUSTRIAL CLASSIFICATION: SECURITY BROKERS, DEALERS & FLOTATION COMPANIES [6211] IRS NUMBER: 391148883 STATE OF INCORPORATION: WI FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: SC 13D/A SEC ACT: SEC FILE NUMBER: 005-11879 FILM NUMBER: 1688492 BUSINESS ADDRESS: STREET 1: 215 N MAIN ST CITY: WEST BEND STATE: WI ZIP: 53095 BUSINESS PHONE: 4143345521 MAIL ADDRESS: STREET 1: 215 NORTH MAIN STREET CITY: WEST BEND STATE: WI ZIP: 53095 FORMER COMPANY: FORMER CONFORMED NAME: ZIEGLER CO INC DATE OF NAME CHANGE: 19920703 FILED BY: COMPANY DATA: COMPANY CONFORMED NAME: GAGNER GERALD J CENTRAL INDEX KEY: 0001007457 STANDARD INDUSTRIAL CLASSIFICATION: [] FILING VALUES: FORM TYPE: SC 13D/A BUSINESS ADDRESS: STREET 1: 800 WEST STATE ST STREET 2: STE 103 CITY: DOYLESTOWN STATE: PA ZIP: 18901 BUSINESS PHONE: 2153401832 MAIL ADDRESS: STREET 1: 800 WEST STATE ST STREET 2: STE 103 CITY: DOYLESTOWN STATE: PA ZIP: 18901 SC 13D/A 1 gjg.txt SECURITIES AND EXCHANGE COMMISSION Washington D.C. 20549 SCHEDULE 13D Amendment No. 5 Under the Securities Exchange Act of 1934 The Ziegler Companies, Inc. --------------------------- (Name of Issuer) Common Stock, Par Value $1.00 ----------------------------- (Title of Class of Securities) 5021600-10-4 ------------ (CUSIP Number) Gerald J. Gagner 800 West State Street, Suite 103 Doylestown, Pennsylvania 18901 (215) 275-0450 -------------- (Name, Address and Telephone Number of Person Authorized to Receive Notices and Communications) With a copy to: Conrad G. Goodkind, Esq. Quarles & Brady LLP 411 East Wisconsin Avenue Milwaukee, Wisconsin 53202 (414) 277-5000 April 27, 2001 -------------- (Date of Event which Requires Filing of this Statement) 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 [ ]. SCHEDULE 13D 1. Name of Reporting Person New West Investors, L.P. 2. Check the Appropriate Box if a Member of a Group (a) [X] (b) [ ] 3. SEC Use Only 4. Source of funds WC 5. Check Box if Disclosure of Legal Proceedings is Required Pursuant to Items 2(d) or 2(e) [ ] 6. Citizenship or Place of Organization Pennsylvania Number of Shares Beneficially Owned by Each Reporting Person With: 7. Sole Voting Power 240,600 8. Shared Voting Power -0- 9. Sole Dispositive Power 240,600 10. Shared Dispositive Power -0- 11. Aggregate Amount Beneficially Owned by Each Reporting Person 240,600 12. Check Box if the Aggregate Amount in Row (11) Excludes Certain Shares [ ] 13. Percent of Class Represented by Amount in Row (11) 9.97% 14. Type of Reporting Person PN SCHEDULE 13D 1. Name of Reporting Person Gerald J. Gagner 2. Check the Appropriate Box if a Member of a Group (a) [X] (b) [ ] 3. SEC Use Only 4. Source of funds PF 5. Check Box if Disclosure of Legal Proceedings is Required Pursuant to Items 2(d) or 2(e) [ ] 6. Citizenship or Place of Organization United States Number of Shares Beneficially Owned by Each Reporting Person With: 7. Sole Voting Power 1,831 8. Shared Voting Power 240,600 9. Sole Dispositive Power 1,831 10. Shared Dispositive Power 240,600 11. Aggregate Amount Beneficially Owned by Each Reporting Person 242,431 12. Check Box if the Aggregate Amount in Row (11) Excludes Certain Shares [ ] 13. Percent of Class Represented by Amount in Row (11) 10.04% 14. Type of Reporting Person IN This Schedule 13D is reporting matters with respect to the group consisting of New West Investors, L.P., a Pennsylvania limited partnership ("New West"), and Gerald J. Gagner, an individual, who is the sole general partner of New West. This Amendment No. 5 to the Schedule 13D is being filed as a result of a change in the facts contained in the Schedule 13D, which change is due to the acquisition by New West of an additional 1,000 shares of the Issuer's Common Stock since the filing of Amendment No. 4 to the Schedule 13D, the acquisition by Mr. Gagner of 1,831 shares of the Issuer's Common Stock since the filing of Amendment No. 4 to the Schedule 13D, and Mr. Gagner's appointment as a director of the Issuer since the filing of Amendment 4 to the Schedule 13D. ITEM 1. SECURITY AND ISSUER. This statement constitutes Amendment No. 5 to the Schedule 13D dated February 7, 1996, as amended (the "Schedule 13D"), and relates to the shares of common stock, par value $1.00 per share (the "Common Stock"), of The Ziegler Companies, Inc., a Wisconsin corporation (the "Issuer"), which has its principal executive offices at 215 North Main Street, West Bend, Wisconsin 53095. ITEM 2. IDENTITY AND BACKGROUND. New West Investors, L.P. (a) New West Investors, L.P. is a Pennsylvania limited partnership. (b) The address of New West's principal business and its principal office is 800 West State Street, Suite 103, Doylestown, Pennsylvania 18901. (c) New West's principal business is investments. (d) Since its inception in 1995, New West has not been convicted in any criminal proceeding. (e) Since its inception in 1995, New West has not been a party to a civil proceeding of a judicial or an administrative body of competent jurisdiction as a result of which New West is, or was, subject to a judgment, decree or final order enjoining future relations of, or prohibiting or mandating activity subject to, federal or state securities laws or finding any violation with respect to such laws. Gerald J. Gagner (a) Gerald J. Gagner is an individual, and the sole general partner of New West. (b) The business address of Mr. Gagner is 800 West State Street, Suite 103, Doylestown, Pennsylvania 18901. (c) Mr. Gagner is retired and is an inventor as his principal occupation. (d) During the past five (5) years, Mr. Gagner has not been convicted in any criminal proceeding. (e) During the last five (5) years, Mr. Gagner has not been a party to a civil proceeding of a judicial or administrative body of competent jurisdiction, as a result of which Mr. Gagner is, or was subject, to a judgment, decree or final order enjoining future relations of, or prohibiting or mandating activity 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. The amount of funds required by New West to purchase the 1,000 shares of the Issuer's Common Stock was approximately $3,300, which funds were provided by New West from its working capital available for investment. All of the foregoing shares of Common Stock were acquired through open market purchases. Mr. Gagner acquired 1,097 shares of the Common stock of the Issuer in open market transactions between August 3, 1999 and April 18, 2000 with payments made from available funds. On April 27, 2001, the Issuer paid Mr. Gagner, and its other outside directors, a stock-based annual retainer fee of 734 shares. ITEM 4. PURPOSE OF THE TRANSACTION. Item 4 of this Schedule 13D is unchanged. ITEM 5. INTEREST IN SECURITIES OF THE ISSUER. The aggregate percentage of shares of Common Stock reported as beneficially owned by each person herein is based upon 2,413,968 shares of Common Stock outstanding, as reported by the Issuer in its Form 10-Q for the quarterly period ending March 31, 2001, filed on May 15, 2001. (a) The following table sets forth the aggregate number and percentage of the class of Common Stock of the Company identified pursuant to Item 1 beneficially owned by each person named in Item 2: Person Amount Percent ------ ------ ------- New West Investors, L.P. 240,600(1) 9.97% Gerald J. Gagner 242,431 10.04% (1) All of these shares are owned of record by New West. Mr. Gagner is the sole general partner of New West, with voting and dispositive control over the securities held in New West=s investment portfolio. As a result, Mr. Gagner may be considered to beneficially own the shares of Common Stock of the Issuer that are owned of record by New West. None of the limited partners of New West has any voting or dispositive control over such securities. (b) The following table sets forth, for each person and entity identified under paragraph (a) of this Item 5, the number of shares of Common Stock of the Issuer as to which the person and entity has (1) the sole power to vote or direct the voting, (2) shared power to vote or direct the voting, (3) the sole power to dispose or to direct the disposition, or (4) shared power to dispose or to direct the disposition: Sole Voting and Shared Voting Power of and Person or Entity Disposition Power of Disposition ---------------- ----------- -------------------- New West Investors, L.P. None 240,600(1) Gerald J. Gagner 1,831 240,600 (1) See footnote (1) under paragraph (a) of this Item 5. (c) During the lesser of sixty (60) days prior to the date of this Schedule 13D or since the filing person's most recent filing on Schedule 13D, the following transactions were effected in the Common Stock by a reporting person named in response to Paragraph (a) of this Item 5: Transactions by New West: Number Price, Type of Shares Excluding of Date Security Acquired Commission Transaction ---- -------- --------- ---------- ----------- 4-2-01 Common Stock 200 $16.50 Open Market Purchase 3-19-01 Common Stock 500 $15.87 Open Market Purchase Transactions by Mr. Gagner: Number Price, Type of Shares Excluding of Date Security Acquired Commission Transaction ---- -------- --------- ---------- ----------- 4/27/01 Common Stock 734 $15.00 Annual Director Retainer Fee (d) See Item 6. (e) Not applicable. ITEM 6. CONTRACTS, ARRANGEMENTS, UNDERSTANDINGS OR RELATIONSHIPS WITH RESPECT TO SECURITIES OF THE ISSUER. None, except as previously disclosed or disclosed elsewhere. ITEM 7. MATERIAL TO BE FILED AS EXHIBITS. 1. Agreement of the reporting persons as to joint filing of this Schedule 13D is filed as Exhibit 1 to the Schedule 13D, dated February 7, 1996, and is incorporated herein by reference. 2. Cash and Margin Agreement between New West Investors, L.P. and Brown & Company Securities Corporation is filed as Exhibit 5 to the Schedule 13D, dated February 7, 1996, and is incorporated herein by reference. 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: June 11, 2001 /s/ Gerald J. Gagner ----------------------- Gerald J. Gagner NEW WEST INVESTORS, L.P. By: /s/ Gerald J. Gagner ------------------------- Gerald J. Gagner, General Partner -----END PRIVACY-ENHANCED MESSAGE-----