0000929638-13-000189.txt : 20130222 0000929638-13-000189.hdr.sgml : 20130222 20130222132141 ACCESSION NUMBER: 0000929638-13-000189 CONFORMED SUBMISSION TYPE: SC 13G/A PUBLIC DOCUMENT COUNT: 2 FILED AS OF DATE: 20130222 DATE AS OF CHANGE: 20130222 GROUP MEMBERS: CONAN LAUGHLIN GROUP MEMBERS: NORTH TIDE CAPITAL MASTER LP SUBJECT COMPANY: COMPANY DATA: COMPANY CONFORMED NAME: HEALTHWAYS, INC CENTRAL INDEX KEY: 0000704415 STANDARD INDUSTRIAL CLASSIFICATION: SERVICES-MISC HEALTH & ALLIED SERVICES, NEC [8090] IRS NUMBER: 621117144 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: SC 13G/A SEC ACT: 1934 Act SEC FILE NUMBER: 005-42749 FILM NUMBER: 13633474 BUSINESS ADDRESS: STREET 1: 701 COOL SPRINGS BOULEVARD CITY: FRANKLIN STATE: TN ZIP: 37067 BUSINESS PHONE: 6156144929 MAIL ADDRESS: STREET 1: 701 COOL SPRINGS BOULEVARD CITY: FRANKLIN STATE: TN ZIP: 37067 FORMER COMPANY: FORMER CONFORMED NAME: AMERICAN HEALTHWAYS INC DATE OF NAME CHANGE: 20000322 FORMER COMPANY: FORMER CONFORMED NAME: AMERICAN HEALTHCORP INC /DE DATE OF NAME CHANGE: 19940211 FILED BY: COMPANY DATA: COMPANY CONFORMED NAME: NORTH TIDE CAPITAL, LLC CENTRAL INDEX KEY: 0001557543 IRS NUMBER: 273942676 STATE OF INCORPORATION: MA FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: SC 13G/A BUSINESS ADDRESS: STREET 1: 500 BOYLSTON STREET STREET 2: SUITE 310 CITY: BOSTON STATE: MA ZIP: 02116 BUSINESS PHONE: 617-449-3120 MAIL ADDRESS: STREET 1: 500 BOYLSTON STREET STREET 2: SUITE 310 CITY: BOSTON STATE: MA ZIP: 02116 SC 13G/A 1 north_health-am1sch13g.htm AMENDMENT NO.1 TO SCHEDULE 13G north_health-am1sch13g.htm
 
                                         UNITED STATES
                                      SECURITIES AND EXCHANGE COMMISSION
                                          Washington, D.C. 20549
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SCHEDULE 13G
 
Under the Securities Exchange Act of 1934
 
 (Amendment No.  1)*
 

HEALTHWAYS, INC.
(Name of Issuer)

Common Stock, par value $.001 per share
(Title of Class of Securities)

 
422245100
  
(CUSIP Number)

February 15, 2013
(Date of Event which Requires Filing of this Statement)

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.  Beneficial ownership information contained herein is given as of the date listed above.
 
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).
 
 
 
1
Names of Reporting Persons.
North Tide Capital Master, LP
I.R.S. Identification Nos. of above persons (entities only)
 
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 Islands
 
Number
of Shares
Beneficially
Owned by
Each
Reporting
Person With
5    Sole Voting Power
0 shares
6    Shared Voting Power
1,700,000 shares
Refer to Item 4 below.
7    Sole Dispositive Power
0 shares
8    Shared Dispositive Power
1,700,000 shares
Refer to Item 4 below.
9
Aggregate Amount Beneficially Owned by Each Reporting Person
1,700,000 shares
Refer to Item 4 below.
10
Check if the Aggregate Amount in Row (9) Excludes Certain Shares (See Instructions)     [ ]
Not applicable.
11
Percent of Class Represented by Amount in Row (9)
5.0%
Refer to Item 4 below.
12
Type of Reporting Person (See Instructions)
PN (Limited Partnership)

 
 
 
 
1
Names of Reporting Persons.
North Tide Capital, LLC
I.R.S. Identification Nos. of above persons (entities only)
 
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.
Massachusetts
 
Number
of Shares
Beneficially
Owned by
Each
Reporting
Person With
5    Sole Voting Power
0 shares
6    Shared Voting Power
2,300,000 shares
Refer to Item 4 below.
7    Sole Dispositive Power
0 shares
8    Shared Dispositive Power
2,300,000 shares
Refer to Item 4 below.
9
Aggregate Amount Beneficially Owned by Each Reporting Person
2,300,000 shares
Refer to Item 4 below.
10
Check if the Aggregate Amount in Row (9) Excludes Certain Shares (See Instructions)     [ ]
Not applicable.
11
Percent of Class Represented by Amount in Row (9)
6.8%
Refer to Item 4 below.
12
Type of Reporting Person (See Instructions)
OO (Limited Liability Company)

 
 
 
 
1
Names of Reporting Persons.
Conan Laughlin
I.R.S. Identification Nos. of above persons (entities only)
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.
United States
 
Number
of Shares
Beneficially
Owned by
Each
Reporting
Person With
5    Sole Voting Power
0 shares
6    Shared Voting Power
2,300,000 shares
Refer to Item 4 below.
7    Sole Dispositive Power
0 shares
8    Shared Dispositive Power
2,300,000 shares
Refer to Item 4 below.
9
Aggregate Amount Beneficially Owned by Each Reporting Person
2,300,000 shares
Refer to Item 4 below.
10
Check if the Aggregate Amount in Row (9) Excludes Certain Shares (See Instructions)     [ ]
Not applicable.
11
Percent of Class Represented by Amount in Row (9)
6.8%
Refer to Item 4 below.
12
Type of Reporting Person (See Instructions)
IN

 
 
 
 
Item 1.
  

(a)
Name of Issuer
 
Healthways, Inc.
 
(b)
Address of Issuer’s Principal Executive Offices
 
701 Cool Springs Boulevard, Franklin, TN  37067

Item 2.
  

(a)
Name of Person Filing
 
North Tide Capital Master, LP
North Tide Capital, LLC
Conan Laughlin
 
(b)
Address of Principal Business Office or, if none, Residence
 
North Tide Capital Master, LP
North Tide Capital, LLC
Conan Laughlin
500 Boylston Street, Suite 310
Boston, Massachusetts
02116
 
(c)
Citizenship
 
North Tide Capital Master, LP -- Cayman Islands
North Tide Capital, LLC - Massachusetts
Conan Laughlin - United States
 
(d)
Title of Class of Securities
 
Common Stock, par value $.001 per share
 
(e)
CUSIP Number
 
422245100

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)
[ ]
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
(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 §240.13d-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)
[ ]
A non-U.S. institution in accordance with §240.13d–1(b)(1)(ii)(J);
(k)
[ ]
Group, in accordance with §240.13d-1(b)(1)(ii)(K).

If filing as a non-U.S. institution in accordance with § 240.13d-1(b)(1)(ii)(J), please specify the type of institution:

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 **
 
 
North Tide Capital Master, LP – 1,700,000 shares
North Tide Capital, LLC – 2,300,000 shares
Conan Laughlin - 2,300,000 shares
 
(b)
Percent of Class**
 
 
North Tide Capital Master, LP – 5.0%
North Tide Capital, LLC – 6.8%
Conan Laughlin – 6.8%
 
(c)
Number of shares as to which such person has:
 
 
(i)
sole power to vote or to direct the vote **
   
North Tide Capital Master, LP - 0 shares
North Tide Capital, LLC - 0 shares
Conan Laughlin - 0 shares
 
 
(ii)
shared power to vote or to direct the vote**
   
North Tide Capital Master, LP – 1,700,000 shares
North Tide Capital, LLC – 2,300,000 shares
Conan Laughlin - 2,300,000 shares
 
 
(iii)
sole power to dispose or to direct the disposition of**
   
North Tide Capital Master, LP - 0 shares
North Tide Capital, LLC - 0 shares
Conan Laughlin - 0 shares
 
 
(iv)
shared power to dispose or to direct the disposition of**
   
North Tide Capital Master, LP – 1,700,000 shares
North Tide Capital, LLC – 2,300,000 shares
Conan Laughlin - 2,300,000 shares
 

** Shares reported herein for North Tide Capital, LLC (“North Tide”) represent shares which are beneficially owned by North Tide Capital Master, LP (the “Master Fund”), as reported herein, and shares which are beneficially owned by a managed account entity (the “Account”). North Tide serves as investment manager to both the Master Fund and the Account.  Shares reported herein for Mr. Laughlin represent the above referenced shares beneficially owned by the Master Fund and the Account.  Mr. Laughlin serves as the Manager of North Tide.  Each of the Reporting Persons disclaims beneficial ownership of the shares reported herein except to the extent of its or his pecuniary interest therein.
 
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
 
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.

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.

 
 
 

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:              February 22, 2013
 
 
NORTH TIDE CAPITAL MASTER, LP
   
 
By: North Tide Capital GP, LLC,
 
its General Partner
   
 
By: /s/ Conan Laughlin
 
Conan Laughlin
 
Manager
   
   
 
NORTH TIDE CAPITAL, LLC
   
 
By: /s/ Conan Laughlin
 
Conan Laughlin
 
Manager
   
   
 
CONAN LAUGHLIN
   
 
By: /s/ Conan Laughlin
 
Conan Laughlin, Individually
   
 
 EX-99.1 2 north_health-ex99.htm JOINT FILER AGREEMENT north_health-ex99.htm
Exhibit 99.1
 
JOINT FILING AGREEMENT
 
This Joint Filing Agreement, dated as of February 22, 2013 is by and among North Tide Capital Master, LP, North Tide Capital, LLC and Conan Laughlin, an individual (the foregoing are collectively referred to herein as the “Filers”).
 
Each of the Filers may be required to file with the United States Securities and Exchange Commission a statement on Schedule 13D and/or 13G with respect to shares of Common Stock, par value $.001 per share, of Healthways, 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 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 Filers upon one week’s prior written notice or such lesser period of notice as the Filers may mutually agree.
 
Executed and delivered as of the date first above written.
 
 
NORTH TIDE CAPITAL MASTER, LP
   
 
By: North Tide Capital GP, LLC,
 
its General Partner
   
 
By: /s/ Conan Laughlin
 
Conan Laughlin
 
Manager
   
   
 
NORTH TIDE CAPITAL, LLC
   
 
By: /s/ Conan Laughlin
 
Conan Laughlin
 
Manager
   
   
 
CONAN LAUGHLIN
   
 
By: /s/ Conan Laughlin
 
Conan Laughlin, Individually