-----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, TwJEykLFfFM/E3AqXVMnDJs+BQbiCkiHxD/S317a3WAspaQIVLNw+6xt+LwFweWY 2t8paRPqXrHbbIp/yPv0fg== 0000813917-04-000043.txt : 20040213 0000813917-04-000043.hdr.sgml : 20040213 20040213110935 ACCESSION NUMBER: 0000813917-04-000043 CONFORMED SUBMISSION TYPE: SC 13G/A PUBLIC DOCUMENT COUNT: 1 FILED AS OF DATE: 20040213 SUBJECT COMPANY: COMPANY DATA: COMPANY CONFORMED NAME: HANGER ORTHOPEDIC GROUP INC CENTRAL INDEX KEY: 0000722723 STANDARD INDUSTRIAL CLASSIFICATION: SERVICES-SPECIALTY OUTPATIENT FACILITIES, NEC [8093] IRS NUMBER: 840904275 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: SC 13G/A SEC ACT: 1934 Act SEC FILE NUMBER: 005-40189 FILM NUMBER: 04595715 BUSINESS ADDRESS: STREET 1: TWO BETHESDA METRO CENTER STREET 2: SUITE 1300 CITY: BETHESDA STATE: MD ZIP: 20814 BUSINESS PHONE: 3019860701 MAIL ADDRESS: STREET 1: TWO BETHESDA METRO CENTER STREET 2: SUITE 1300 CITY: BETHESDA STATE: MD ZIP: 20814 FORMER COMPANY: FORMER CONFORMED NAME: SEQUEL CORP DATE OF NAME CHANGE: 19890814 FORMER COMPANY: FORMER CONFORMED NAME: CELLTECH COMMUNICATIONS INC DATE OF NAME CHANGE: 19860304 FILED BY: COMPANY DATA: COMPANY CONFORMED NAME: HARRIS ASSOCIATES L P CENTRAL INDEX KEY: 0000813917 STANDARD INDUSTRIAL CLASSIFICATION: UNKNOWN SIC - 0000 [0000] IRS NUMBER: 043276558 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: SC 13G/A BUSINESS ADDRESS: STREET 1: 2 NORTH LASALLE STREET STREET 2: SUITE 500 CITY: CHICAGO STATE: IL ZIP: 60602-3790 BUSINESS PHONE: 312-621-0600 MAIL ADDRESS: STREET 1: 2 NORTH LASALLE STREET STREET 2: SUITE 500 CITY: CHICAGO STATE: IL ZIP: 60602-3790 SC 13G/A 1 hgr123103.htm UNITED STATES

 

UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

SCHEDULE 13G
(Rule 13d-102)

Information Statement Pursuant to Rules 13d-1 and 13d-2
Under the Securities Exchange Act of 1934
(Amendment No. 3 )*

HANGER ORTHOPEDIC GROUP INC.
(Name of Issuer)

Common Stock, $0.01 Par Value
(Title of Class of Securities)

41043F208
(CUSIP Number)

*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).


<PAGE>

CUSIP NO. 41043F208

1.

NAME OF REPORTING PERSON
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
Harris Associates L.P. 04-3276558

2.

CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP*
(a) __
(b)__

3.

SEC USE ONLY

4.

CITIZENSHIP OR PLACE OF ORGANIZATION
Delaware

NUMBER OF
SHARES
BENEFICIALLY
OWNED BY
EACH
REPORTING
PERSON
WITH

5.

SOLE VOTING POWER
None

6.

SHARED VOTING POWER
1,110,000

7.

SOLE DISPOSITIVE POWER
160,000

8.

SHARED DISPOSITIVE POWER
950,000

9.

AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
1,110,000

10.

CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES
CERTAIN SHARES* __

11.

PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
5.47%

12.

TYPE OF REPORTING PERSON*
IA

 

 

 

 

            *SEE INSTRUCTIONS BEFORE FILLING OUT!


<PAGE>

CUSIP NO. 41043F208

1.

NAME OF REPORTING PERSON
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
Harris Associates Inc. 04-3276549

2.

CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP*
(a)__
(b)__

3.

SEC USE ONLY 

4.

CITIZENSHIP OR PLACE OF ORGANIZATION
Delaware

NUMBER OF
SHARES
BENEFICIALLY
OWNED BY
EACH
REPORTING
PERSON
WITH

5.

SOLE VOTING POWER
None

6.

SHARED VOTING POWER
1,110,000

7.

SOLE DISPOSITIVE POWER
160,000

8.

SHARED DISPOSITIVE POWER
950,000

9.

AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
1,110,000

10.

CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES
CERTAIN SHARES* ___

11.

PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
5.47%

12.

TYPE OF REPORTING PERSON*
CO

 

 

 

 

            *SEE INSTRUCTIONS BEFORE FILLING OUT!

 

<PAGE>

 Item 1(a)Name of Issuer:

Hanger Orthopedic Group Inc.

1(b) Address of Issuer's Principal Executive Offices:

Two Bethesda Metro Center
Suite 1300
Bethesda, MD 20814

Item 2(a) Name of Person Filing:

Harris Associates L.P. ("Harris")
Harris Associates Inc. ("General Partner")

2(b) Address of Principal Business Office or, if none, Residence:

Both Harris and the General Partner maintain their principal offices at:
Two North LaSalle Street, Suite 500
Chicago, IL 60602-3790

2(c) Citizenship:

Harris is a Delaware limited partnership.
The General Partner is a Delaware corporation

2(d) Title of Class of Securities:

Common Stock, $0.01 Par Value (the "Shares")

2(e) CUSIP Number:

41043F208

Item 3 If this statement is filed pursuant to Rules 13d-1(b), or 13d-2(b):

Not applicable.

Item 4 Ownership (at December 31, 2003):
4(a) By reason of advisory and other relationships with the person who owns the Shares, Harris may be deemed to be the beneficial owner of the following shares:

1,110,000 shares

4(b)      Percent of Class:

5.47%

4(c) Number of shares as to which such person has: (i) sole power to vote or to direct the vote:

None

(ii) shared power to vote or to direct the vote:

1,110,000

(iii) sole power to dispose or to direct the disposition of:

160,000

(iv) shared power to dispose or to direct the disposition of:

950,000

<PAGE>

Harris has been granted the power to vote Shares in circumstances it determines to be appropriate in connection with assisting its advised clients to whom it renders financial advise in the ordinary course of business, by either providing information or advice to the persons having such power, or by exercising the power to vote.

In addition, Harris serves as investment adviser to the Harris Associates Investment Trust (the "Trust"), and various of Harris' officers and directors are also officers and trustees of the Trust. Harris does not consider that the Trust is controlled by such persons. The Trust, through its various series, owns 950,000 shares, which are included as shares over which Harris has shared voting and dispositive power, and thus, as Shares beneficially owned by Harris because of Harris' power to manage the Trust's investments.

Item 5 Ownership of Five Percent or Less of a Class:
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.


<PAGE>

Item 10 Certification:

By signing below I certify that, to the best of my knowledge and belief, the securities referred to above were acquired in the ordinary course of business and were not acquired for the purpose of and do not have the effect of changing or influencing the control of the issuer of such securities and were not acquired in connection with or as a participant in any transaction having such 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.

Dated: February 12, 2004 
Harris Associates, Inc., for itself and, as
general partner of Harris Associates L.P.


By:/s/ Margaret K. McLaughlin
Margaret K. McLaughlin
Assistant General Counsel

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