-----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, BDOVIwYJ+UAPx+otrg5WLgDiL+XCTLBnZkP3rxDkox5PsiI65skmu3GzDnMyHr/D qDKyHuTkU74rtK21yBZ32w== 0000948600-97-000002.txt : 19970122 0000948600-97-000002.hdr.sgml : 19970122 ACCESSION NUMBER: 0000948600-97-000002 CONFORMED SUBMISSION TYPE: SC 13D/A PUBLIC DOCUMENT COUNT: 1 FILED AS OF DATE: 19970121 SROS: AMEX 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: 1934 Act SEC FILE NUMBER: 005-11879 FILM NUMBER: 97507790 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 AMENDMENT NO. 2 SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13D/A AMENDMENT NO. 2 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) 297-0455 ___________________________________________ (Name, Address and Telephone Number of Person Authorized to Receive Notices and Communications) January 10, 1997 _____________________________________________________ (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 his 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 [ ]. (A fee is not required only if the reporting person: (1) has a previous statement on file reporting beneficial ownership of more than five percent (5%) of the class of securities described in Item 1; and (2) has filed no amendment subsequent thereto reporting beneficial ownership of less than five percent (5%) of such class. See Rule 13d-7.) Note: Six (6) copies of this statement, including all exhibits, should be filed with the Commission. See Rule 13d-1(a) for other parties to whom copies are to be sent. * 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 disclosures provided in a prior cover page. The information required on 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). (1) Names of Reporting Persons, New West Investors, L.P. S.S. or I.R.S. Identification Nos. of Above Persons (2) Check the Appropriate Box if (a) [X] a Member of a Group (See (b) [ ] Instructions) (3) SEC Use Only (4) Source of Funds (See Instruc- OO tions) (5) Check if Disclosure of Legal Proceedings is Required Pur- suant to Items 2(d) or 2(e) (6) Citizenship or Place of Organi- Pennsylvania zation (7) Sole Voting Power - Number of Shares (8) Shared Voting Power 183,500 Beneficially Owned by Each (9) Sole Dispositive - Reporting Person Power With: (10) Shared Dispositive 183,500 Power (11) Aggregate Amount Beneficially 183,500 Owned by Each Reporting Person (12) Check if the Aggregate Amount [ ] in Row (11) Excludes Certain Shares (See Instructions) (13) Percent of Class Represented 7.5% by Amount in Row (11) (14) Type of Reporting Person (See PN Instructions) (1) Names of Reporting Persons, Gerald J. Gagner S.S. or I.R.S. Identification Nos. of Above Persons (2) Check the Appropriate Box if (a) [X] a Member of a Group (See (b) [ ] Instructions) (3) SEC Use Only (4) Source of Funds (See Instruc- PF tions) (5) Check if Disclosure of Legal Proceedings is Required Pur- suant to Items 2(d) or 2(e) (6) Citizenship or Place of Organi- USA zation (7) Sole Voting Power - Number of Shares (8) Shared Voting Power 183,500 Beneficially Owned by Each (9) Sole Dispositive - Reporting Person Power With: (10) Shared Dispositive 183,500 Power (11) Aggregate Amount Beneficially 183,500 Owned by Each Reporting Person (12) Check if the Aggregate Amount [ ] in Row (11) Excludes Certain Shares (See Instructions) (13) Percent of Class Represented 7.5% by Amount in Row (11) (14) Type of Reporting Person (See IN Instructions) This statement constitutes Amendment No. 2 to the Schedule 13D dated February 7, 1996, as amended (the "Schedule 13D"), relating to the common stock, par value $1.00 per share (the "Common Stock") of The Ziegler Companies, Inc., a Wisconsin corporation (the "Issuer"). All terms not otherwise defined herein shall have the meanings ascribed in the Schedule 13D. 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 ("Gagner"), who is the general partner of New West. This Amendment No. 2 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 27,000 shares of the Issuer's Common Stock, representing approximately 1.10% of the outstanding Common Stock of the Issuer. Item 1. Security and Issuer. Item 1 of this Schedule 13D is unchanged. Item 2. Identity and Background. Item 2 of this Schedule 13D is unchanged. Item 3. Source and Amount of Funds or Other Consideration. The amount of funds required by New West to purchase the 27,000 shares of the Common Stock of the Issuer was approximately $496,150, which funds were borrowed by New West from its general partner, Gagner, pursuant to the terms of a demand note. All of the foregoing shares of Common Stock were acquired through open market purchases. Item 4. Purpose of Transaction. Item 1 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 2,435,572 shares of Common Stock outstanding, as reported in the Issuer's quarterly report on Form 10-Q for the quarterly period ending September 30, 1996.
(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. 183,500(1) 7.5% Gerald J. Gagner 183,500(1) 7.5% ____________________ (1) These shares are owned of record by New West. 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, 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), 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 Power of Person or Entity Disposition Disposition ________________ _________________ _____________ New West Investors, L.P. None 183,500(1) Gerald J. Gagner None 183,500(1) ____________________ (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 ____ ________ _________ __________ ___________ 11-12-96 Common Stock 100 18.125 AMEX 11-21-96 Common Stock 100 18.125 AMEX 11-30-96 Common Stock 1,000 18.375 AMEX 12-04-96 Common Stock 800 18.125 AMEX 12-12-96 Common Stock 1,000 17.875 AMEX 12-24-96 Common Stock 100 17.375 AMEX 12-30-96 Common Stock 300 17.5 AMEX 12-31-96 Common Stock 200 17.5 AMEX 01-02-97 Common Stock 100 17.0 AMEX 01-10-97 Common Stock 500 17.5 AMEX 01-13-97 Common Stock 500 17.5 AMEX 01-16-97 Common Stock 900 16.875 AMEX 01-16-97 Common Stock 1,000 17.0 AMEX Transactions by Gagner: None
(d) See Item 6, below. (e) Not applicable. Item 6. Contracts, Agreements, Underwritings or Relationships With Respect to Securities of the Issuer. Item 6 of this Schedule 13D is unchanged, except as set forth in Item 3 of this Amendment. Item 7. Materials 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 2 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: January 17, 1997. /s/ Gerald J. Gagner ___________________________________ Gerald J. Gagner NEW WEST INVESTORS, L.P. By /s/ Gerald J. Gagner ________________________________ Gerald J. Gagner, General Partner BALL:\N-P\NWI\ZIEGLER2.13D -----END PRIVACY-ENHANCED MESSAGE-----