-----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, DOLq3BfICea0OzrydktF3OuXhElqCYmbui6Nu2ADjCyryyiqBoNvlRmbnlLNJSHq a6aWLP3+Tm5BrpN6VmtHuA== 0000930413-02-000083.txt : 20020413 0000930413-02-000083.hdr.sgml : 20020413 ACCESSION NUMBER: 0000930413-02-000083 CONFORMED SUBMISSION TYPE: SC 13G/A PUBLIC DOCUMENT COUNT: 1 FILED AS OF DATE: 20020108 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: 2504290 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: CELLTECH COMMUNICATIONS INC DATE OF NAME CHANGE: 19860304 FORMER COMPANY: FORMER CONFORMED NAME: SEQUEL CORP DATE OF NAME CHANGE: 19890814 FILED BY: COMPANY DATA: COMPANY CONFORMED NAME: JP MORGAN PARTNERS BHCA LP CENTRAL INDEX KEY: 0001106607 STANDARD INDUSTRIAL CLASSIFICATION: [] STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: SC 13G/A BUSINESS ADDRESS: STREET 1: J.P. MORGAN PARTNERS STREET 2: 1221 AVENUE OF THE AMERICAS 40TH FLOOR CITY: NEW YORK STATE: NY ZIP: 10020 BUSINESS PHONE: 2128993400 MAIL ADDRESS: STREET 1: J.P. MORGAN PARTNERS STREET 2: 1221 AVENUE OF THE AMERICAS 40TH FLOOR CITY: NEW YORK STATE: NY ZIP: 10020 FORMER COMPANY: FORMER CONFORMED NAME: CHASE EQUITY ASSOCIATES LLC DATE OF NAME CHANGE: 20000214 SC 13G/A 1 c22627_sc13g-a.txt SCHEDULE 13G/A --------------------------------- OMB APPROVAL --------------------------------- OMB Number: 3235-0145 Expires: August 31, 1999 Estimated average burden hours per response......... 14.90 --------------------------------- UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 SCHEDULE 13G UNDER THE SECURITIES EXCHANGE ACT OF 1934 (RULE 13D-102) INFORMATION TO BE INCLUDED IN STATEMENTS FILED PURSUANT TO RULE 13D-1(B), (C) AND (D) AND AMENDMENTS THERETO FILED PURSUANT TO RULE 13D-2(B) (AMENDMENT NO. 1)* Hanger Orthopedic Group, Inc. - -------------------------------------------------------------------------------- (Name of Issuer) Common Stock, $0.01 par value - -------------------------------------------------------------------------------- (Title of Class of Securities) 41043F-208 --------------------------------------------------------------------- (CUSIP Number) December 26, 2001 - ------------------------------------------------------------------------------- (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. 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). POTENTIAL PERSONS WHO ARE TO RESPOND TO THE COLLECTION OF INFORMATION CONTAINED IN THIS FORM ARE NOT REQUIRED TO RESPOND UNLESS THE FORM DISPLAYS A CURRENTLY VALID OMB CONTROL NUMBER. Page 1 of 10 pages SCHEDULE 13G ISSUER: Hanger Orthopedic Group, Inc. CUSIP NO.: 41043F-208 - -------------------------------------------------------------------------------- 1. Names of Reporting Persons. I.R.S. Identification Nos. of above persons (entities only). J.P. Morgan Partners (BHCA), L.P. (formerly known as Chase Equity Associates, L.P.) 13-3371826 - -------------------------------------------------------------------------------- 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 Delaware -------- - -------------------------------------------------------------------------------- 4,256,917 shares of the Issuer's Common Stock, $0.01 par value per share (the "Common Stock"), (assuming the conversion of the 7% Redeemable Preferred Stock, $0.01 par value per share (the "Preferred Stock"), and exercise of a warrant for the purchase of 360,000 shares Number of Shares 5. Sole Voting Power of Common Stock) Beneficially -------------------------------------------------------------- Owned by Each 6. Shared Voting Power Reporting Person -------------------------------------------------------------- With: 4,256,917 shares of Common Stock (assuming the conversion of the Preferred Stock and exercise of a warrant for the purchase of 360,000 7. Sole Dispositive Power shares of Common Stock) -------------------------------------------------------------- 8. Shared Dispositive Power - -------------------------------------------------------------------------------- 4,256,917 shares of Common Stock (assuming the conversion of the Preferred Stock and exercise of a 9. Aggregate Amount Beneficially warrant for the purchase of Owned by Each Reporting Person 360,000 shares of Common Stock) - -------------------------------------------------------------------------------- 10. Check if the Aggregate Amount in Row (9) Excludes Certain Shares (See Instructions) - -------------------------------------------------------------------------------- 11. Percent of Class Represented by Amount in Row (9) 19.0% ----- - -------------------------------------------------------------------------------- 12. Type of Reporting Person (See Instructions) PN -- - -------------------------------------------------------------------------------- Page 2 of 10 pages SCHEDULE 13G ISSUER: Hanger Orthopedic Group, Inc. CUSIP NO.: 41043F-208 PRELIMINARY NOTE: This Amendment is being filed to correct the events described in the Preliminary Note of the original Schedule 13G filed. PRELIMINARY NOTE: This Schedule 13G is being filed in connection with the acquisition of 70,575 shares of the Issuer's Common Stock pursuant to a cashless exercise of a previously-owned Warrant to purchase 225,914 shares of the Issuer's Common Stock. This filing also includes 796,039 outstanding shares of the Issuer's Common Stock and 3,030,303 shares of Common Stock that are issuable upon the conversion of the 50,000 shares of the Issuer's 7% Redeemable Preferred Stock, par value $0.01 per share (the "Preferred Stock"), and a warrant (the "Unexercised Warrant") to purchase 360,000 shares of the Issuer's Common Stock. Such Preferred Stock and the Unexercised Warrant were previously held by the Reporting Person. Due to changes in banking laws, the Reporting Person now has the present ability to convert the Issuer's non-voting securities previously owned by it into voting securities of the Issuer. Therefore, for SEC analysis, the Reporting Person may be deemed to be the beneficial owner of 4,256,917 shares of Common Stock. ITEM 1. (A) NAME OF ISSUER: Hanger Orthopedic Group, Inc. (B) ADDRESS OF ISSUER'S PRINCIPAL EXECUTIVE OFFICES: Two Bethesda Metro Center, Suite 1200 Bethesda, Maryland 20814 ITEM 2. (A) NAME OF PERSON FILING: J.P. Morgan Partners (BHCA), L.P. Supplemental information relating to the ownership and control of the person filing this statement is included in Exhibit 2(a) attached hereto. (B) ADDRESS OF PRINCIPAL BUSINESS OFFICE OR, IF NONE, RESIDENCE: 1221 Avenue of the Americas New York, New York 10020 (C) CITIZENSHIP: Delaware (D) TITLE OF CLASS OF SECURITIES (OF ISSUER): Common Stock, par value $0.01 per share (E) CUSIP NUMBER: 41043F-208 ITEM 3. IF THIS STATEMENT IS FILED PURSUANT TO SS.SS. 240. 13D-1(B) OR 240. 13D-2(B) OR (C), CHECK WHETHER THE PERSON FILING IS A: Not applicable. Page 3 of 10 pages SCHEDULE 13G ISSUER: Hanger Orthopedic Group, Inc. CUSIP NO.: 41043F-208 ITEM 4. OWNERSHIP (A) AMOUNT BENEFICIALLY OWNED: 4,256,917 shares of Common Stock (assuming the conversion of the Preferred Stock and exercise of the Unexercised Warrant for the purchase of 360,000 shares of Common Stock). (B) PERCENT OF CLASS: 19.0% (as of November 5, 2001). (C) NUMBER OF SHARES AS TO WHICH SUCH PERSON HAS: (i) Sole power to vote or to direct the vote: 4,256,917 shares of Common Stock (assuming the conversion of the Preferred Stock and exercise of the Unexercised Warrant for the purchase of 360,000 shares of Common Stock). (ii) Shared power to vote or to direct the vote: Not applicable. (iii) Sole power to dispose or to direct the disposition of: 4,256,917 shares of Common Stock (assuming the conversion of the Preferred Stock and exercise of the Unexercised Warrant for the purchase of 360,000 shares of Common Stock). (iv) Shared power to dispose or to direct the disposition of: Not applicable. 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. ITEM 10. CERTIFICATION (a) Not applicable. (b) 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. Page 4 of 10 pages SCHEDULE 13G ISSUER: Hanger Orthopedic Group, Inc. CUSIP NO.: 41043F-208 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: January 8, 2002 J.P. MORGAN PARTNERS (BHCA), L.P. By: JPMP Master Fund Manager, L.P., its General Partner By: JPMP Capital Corp., its General Partner By: /s/ Eric A. Green -------------------------------- Name: Eric A. Green Title: Managing Director Page 5 of 10 pages SCHEDULE 13G ISSUER: Hanger Orthopedic Group, Inc. CUSIP NO.: 41043F-208 EXHIBIT 2(A) This statement is being filed by J.P. Morgan Partners (BHCA), L.P. (formerly known as Chase Equity Associates, L.P.), a Delaware limited partnership (hereinafter referred to as "JPMP (BHCA)"), whose principal business office is located at 1221 Avenue of the Americas, New York, New York 10020. JPMP (BHCA) is engaged in the venture capital and leveraged buyout business. The general partner of JPMP (BHCA) is JPMP Master Fund Manager, L.P. (formerly known as Chase Capital Partners, a New York general partnership), a Delaware limited partnership (hereinafter referred to as "JPMP Master Fund"), whose principal business office is located at the same address as JPMP (BHCA), and is also directly or indirectly (through affiliates) engaged in the venture capital and leveraged buyout business. The general partner of JPMP Master Fund is JPMP Capital Corp. (formerly known as Chase Capital Corporation), a New York corporation (hereinafter referred to as "JPMP Capital Corp."), whose principal business office is located at the same address as JPMP (BHCA), and is also engaged in the venture capital and leveraged buyout business. Set forth in Schedule A hereto and incorporated herein by reference are the names, business addresses, principal occupations and employments of each executive officer and director of JPMP Capital Corp. JPMP Capital Corp. is a wholly owned subsidiary of J.P. Morgan Chase & Co. (formerly known as The Chase Manhattan Corporation), a Delaware corporation (hereinafter referred to as "JP Morgan Chase") which is engaged (primarily through subsidiaries) in the commercial banking business with its principal office located at 270 Park Avenue, New York, New York 10017. Set forth in Schedule B hereto and incorporated herein by reference are the names, business addresses, principal occupations and employments of each executive officer and director of JP Morgan Chase. Page 6 of 10 pages SCHEDULE 13G ISSUER: Hanger Orthopedic Group, Inc. CUSIP NO.: 41043F-208 SCHEDULE A JPMP CAPITAL CORP. EXECUTIVE OFFICERS(1) President Jeffrey C. Walker* Executive Vice President Mitchell J. Blutt, M.D.* Executive Vice President Arnold L. Chavkin* Executive Vice President John M.B. O'Connor* Managing Director Dr. Dana Beth Ardi* Managing Director John R. Baron* Managing Director Christopher C. Behrens* Managing Director David S. Britts* Managing Director Julie Casella-Esposito* Managing Director Jerome Colonna* Managing Director Rodney A. Ferguson* Managing Director David L. Ferguson* Managing Director David Gilbert* Managing Director Eric A. Green* Managing Director Michael R. Hannon* Managing Director Donald J. Hofmann, Jr.* Managing Director W. Brett Ingersoll* Managing Director Alfredo Irigoin* Managing Director Andrew Kahn* Managing Director Jonathan R. Lynch* Managing Director Thomas G. Mendell* Managing Director Stephen P. Murray* Managing Director Timothy Purcell* Managing Director Faith Rosenfeld* Managing Director Robert R. Ruggiero, Jr.* Managing Director Susan L. Segal* Managing Director Kelly Shackelford* Managing Director Shahan D. Soghikian* Managing Director Patrick J. Sullivan* Managing Director Timothy J. Walsh* Managing Director Richard D. Waters, Jr.* Managing Director Damion E. Wicker, M.D.* Managing Director Eric R. Wilkinson* Senior Vice President Marcia Bateson* Senior Vice President and Assistant Secretary Mounir Nahas* Senior Vice President and Assistant Secretary Stephen Skoczylas* Senior Vice President, Treasurer and Assistant Secretary Bliss R. Stein* Vice President and Assistant Secretary Jeffrey Glatt* Vice President and Assistant Secretary Puneet Gulati* Vice President and Assistant Secretary Sandra King* Vice President and Assistant Secretary Scott Kraemer* Secretary Anthony J. Horan** Assistant Secretary Robert C. Caroll** Assistant Secretary Denise G. Connors** - ---------- (1) Each of whom is a United States citizen except for Messrs. Britts, Irigoin and Soghikian. * Principal occupation is employee and/or officer of J.P. Morgan Partners, LLC. Business address is c/o J.P. Morgan Partners, LLC, 1221 Avenue of the Americas, New York, New York 10020 ** Principal occupation is employee or officer of J.P. Morgan Chase & Co. Business address is c/o J.P. Morgan Chase & Co., 270 Park Avenue, New York, New York 10017. Page 7 of 10 pages SCHEDULE 13G ISSUER: Hanger Orthopedic Group, Inc. CUSIP NO.: 41043F-208 DIRECTORS(1) William B. Harrison** Jeffrey C. Walker* - ---------- (1) Each of whom is a United States citizen except for Messrs. Britts, Irigoin and Soghikian. * Principal occupation is employee and/or officer of J.P. Morgan Partners, LLC. Business address is c/o J.P. Morgan Partners, LLC, 1221 Avenue of the Americas, New York, New York 10020. ** Principal occupation is employee or officer of J.P. Morgan Chase & Co. Business address is c/o J.P. Morgan Chase & Co., 270 Park Avenue, New York, New York 10017. Page 8 of 10 pages SCHEDULE 13G ISSUER: Hanger Orthopedic Group, Inc. CUSIP NO.: 41043F-208 SCHEDULE B J.P. MORGAN CHASE & CO. EXECUTIVE OFFICERS(1) Chairman of the Board and Chief Executive Officer William B. Harrison Jr.* Vice Chairman; Co-Chief Executive Officer, Investment Bank Geoffrey T. Boisi* Vice Chairman; Head of Retail and Middle Market, Financial Services and Management and Private Banking David A. Coulter* Director of Human Resources John J. Farrell* Vice Chairman; Chairman, Investment Bank Walter A. Gubert* Vice Chairman Thomas B. Ketchum* Director of Corporate Marketing and Communications Frederick W. Hill* Vice Chairman; Co-Chief Executive Officer, Investment Bank Donald H. Layton* Vice Chairman James B. Lee Jr.* General Counsel William H. McDavid* Vice Chairman; Head of Finance, Risk Management and Administration Marc J. Shapiro* Vice Chairman Jeffrey C. Walker** Executive Vice President; General Auditor William J. Moran* Chief Financial Officer Dina Dublon* Executive Vice President; Head of Market Risk Management Lesley Daniels Webster* Managing Director; Corporate Treasurer David B. Edelson* Managing Director; Head of Credit Risk Policy Suzanne Hammett* Corporate Secretary Anthony James Horan* Senior Vice President; Chief Compliance Officer Gregory S. Meredith* Controller Joseph L. Scalfani* Assistant Corporate Secretary James C. Berry* DIRECTORS(1) PRINCIPAL OCCUPATION OR EMPLOYMENT; NAME BUSINESS OR RESIDENCE ADDRESS - -------------------------------------------------------------------------------- Hans W. Becherer Retired Chairman of the Board and Chief Executive Officer Deere & Company One John Deere Place Moline, IL 61265 - -------------------------------------------------------------------------------- Riley P. Bechtel Chairman and Chief Executive Officer Bechtel Group, Inc. P.O. Box 193965 San Francisco, CA 94119-3965 - -------------------------------------------------------------------------------- Frank A. Bennack, Jr. President and Chief Executive Officer The Hearst Corporation 959 Eighth Avenue New York, New York 10019 - -------------------------------------------------------------------------------- Lawrence A. Bossidy Chairman of the Board Honeywell International P.O. Box 3000 Morristown, NJ 07962-2245 - -------------------------------------------------------------------------------- M. Anthony Burns Chairman of the Board Ryder System, Inc. 3600 N.W. 82nd Avenue Miami, Florida 33166 - -------------------------------------------------------------------------------- - ---------- (1) Each of whom is a United States citizen. * Principal occupation is employee or officer of J.P. Morgan Chase & Co. Business address is c/o J.P. Morgan Chase & Co., 270 Park Avenue, New York, New York 10017. ** Principal occupation is employee and/or officer of J.P. Morgan Partners, LLC. Business address is c/o J.P. Morgan Partners, LLC, 1221 Avenue of the Americas, New York, New York 10020. Page 9 of 10 pages SCHEDULE 13G ISSUER: Hanger Orthopedic Group, Inc. CUSIP NO.: 41043F-208 PRINCIPAL OCCUPATION OR EMPLOYMENT; NAME BUSINESS OR RESIDENCE ADDRESS - -------------------------------------------------------------------------------- H. Laurence Fuller Retired Co-Chairman BP Amoco p.l.c. 1111 Warrenville Road, Suite 25 Chicago, Illinois 60563 - -------------------------------------------------------------------------------- Ellen V. Futter President and Trustee American Museum of Natural History Central Park West at 79th Street New York, NY 10024 - -------------------------------------------------------------------------------- William H. Gray, III President and Chief Executive Officer The College Fund/UNCF 9860 Willow Oaks Corporate Drive P.O. Box 10444 Fairfax, Virginia 22031 - -------------------------------------------------------------------------------- William B. Harrison, Jr. Chairman of the Board and Chief Executive Officer J.P. Morgan Chase & Co. 270 Park Avenue, 8th Floor New York, New York 10017-2070 - -------------------------------------------------------------------------------- Helene L. Kaplan Of Counsel Skadden, Arps, Slate, Meagher & Flom LLP Four Times Square New York, New York 10036 - -------------------------------------------------------------------------------- Lee R. Raymond Chairman of the Board and Chief Executive Officer Exxon Mobil Corporation 5959 Las Colinas Boulevard Irving, TX 75039-2298 - -------------------------------------------------------------------------------- John R. Stafford Chairman of the Board American Home Products Corporation 5 Giralda Farms Madison, New Jersey 07940 - -------------------------------------------------------------------------------- Lloyd D. Ward Chief Executive Officer U.S. Olympic Committee One Olympic Plaza Colorado Springs, CO 80909 - -------------------------------------------------------------------------------- Marina v.N. Whitman Professor of Business Administration and Public Policy The University of Michigan School of Public Policy 411 Lorch Hall, 611 Tappan Street Ann Arbor, MI 48109-1220 - -------------------------------------------------------------------------------- Page 10 of 10 pages -----END PRIVACY-ENHANCED MESSAGE-----