-----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, FrA3FSyOKnEz76xWK8NMnH8fkStykYtn6uVdVP3RWt0GpdIEHS3SzpE54LS/0npG D/+SOrvANBOUMHpRPyDILA== 0000950130-97-000554.txt : 19970222 0000950130-97-000554.hdr.sgml : 19970222 ACCESSION NUMBER: 0000950130-97-000554 CONFORMED SUBMISSION TYPE: SC 13G/A PUBLIC DOCUMENT COUNT: 3 FILED AS OF DATE: 19970213 SROS: NYSE SUBJECT COMPANY: COMPANY DATA: COMPANY CONFORMED NAME: HEALTH MANAGEMENT ASSOCIATES INC CENTRAL INDEX KEY: 0000792985 STANDARD INDUSTRIAL CLASSIFICATION: SERVICES-GENERAL MEDICAL & SURGICAL HOSPITALS, NEC [8062] IRS NUMBER: 610963645 STATE OF INCORPORATION: DE FISCAL YEAR END: 0930 FILING VALUES: FORM TYPE: SC 13G/A SEC ACT: 1934 Act SEC FILE NUMBER: 005-42525 FILM NUMBER: 97530363 BUSINESS ADDRESS: STREET 1: 5811 PELICAN BAY BLVD STREET 2: SUITE 500 CITY: NAPLES STATE: FL ZIP: 33963 BUSINESS PHONE: 9415983051 MAIL ADDRESS: STREET 1: 5811 PELICAN BAY BLVD STREET 2: SUITE 500 CITY: NAPLES STATE: FL ZIP: 33963 FILED BY: COMPANY DATA: COMPANY CONFORMED NAME: SCHOEN WILLIAM J CENTRAL INDEX KEY: 0001032798 STANDARD INDUSTRIAL CLASSIFICATION: UNKNOWN SIC - 0000 [0000] STATE OF INCORPORATION: NY FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: SC 13G/A BUSINESS ADDRESS: STREET 1: 5811 PELICAN BAY BLVD STREET 2: STE 500 CITY: NAPLES STATE: FL ZIP: 34108-2710 MAIL ADDRESS: STREET 1: 5811 PELICAN BAY BLVD STREET 2: STE 500 CITY: NAPLES STATE: FL ZIP: 34108-2710 SC 13G/A 1 SCHEDULE 13G / A CUSIP No. 421933 10 2 (Page 1 of 9 Pages) SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 ------------------- SCHEDULE 13G INFORMATION STATEMENT PURSUANT TO RULES 13D-1 AND 13D-2 UNDER THE SECURITIES EXCHANGE ACT OF 1934 (AMENDMENT NO. 5) Health Management Associates, Inc. ---------------------------------- (Name of Issuer) Class A Common Stock, $.01 par value ------------------------------------ (Title of Class of Securities) 421933 10 2 ----------- (CUSIP Number) ------------------- CUSIP No. 421933 10 2 (Page 2 of 9 Pages) 13G ================================================================================ 1 Names of Reporting Persons S.S. or I.R.S. Identification No. of Above Persons WILLIAM J. SCHOEN - -------------------------------------------------------------------------------- 2 Check the Appropriate Box if a Member of a Group* (a) [ ] (b) [ ] - -------------------------------------------------------------------------------- 3 SEC Use Only - -------------------------------------------------------------------------------- 4 Citizenship or Place of Organization UNITED STATES - -------------------------------------------------------------------------------- 5 Sole Voting Power - 3,612,181 Number of Shares --------------------------------------------------------- Beneficially 6 Shared Voting Power - 0 Owned by Each --------------------------------------------------------- Reporting 7 Sole Dispositive Power - 3,614,656 Person with --------------------------------------------------------- 8 Shared Dispositive Power - 2,216,450 - -------------------------------------------------------------------------------- 9 Aggregate Amount Beneficially Owned by Each Reporting Person 5,833,106 (See Item 4 for disclaimer of beneficial ownership as to certain shares) - -------------------------------------------------------------------------------- 10 Check Box if the Aggregate Amount in Row (9) Excludes Certain Shares* [ ] - -------------------------------------------------------------------------------- 11 Class Represented by Amount in Row (9) 5.3% - -------------------------------------------------------------------------------- 12 Type of Reporting Person* IN =============================================================================== *SEE INSTRUCTIONS BEFORE FILLING OUT! CUSIP No. 421933 10 2 (Page 3 of 9 Pages) ITEM 1(A). NAME OF ISSUER: Health Management Associates, Inc. ITEM 1(B). ADDRESS OF ISSUER'S PRINCIPAL EXECUTIVE OFFICES: 5811 Pelican Bay Blvd. Suite 500 Naples, Florida 34108-2710 ITEM 2(A). NAMES OF PERSON FILING: William J. Schoen ITEM 2(B). ADDRESS OF PRINCIPAL BUSINESS OFFICE, OR, IF NONE, RESIDENCE: c/o Health Management Associates, Inc. 5811 Pelican Bay Blvd., Suite 500 Naples, Florida 34108-2710 ITEM 2(C). CITIZENSHIP: United States ITEM 2(D). TITLE OF CLASS OF SECURITIES: Class A Common Stock ITEM 2(E). CUSIP NUMBER: 421933 10 2 ITEM 3. STATEMENTS FILED PURSUANT TO RULES 13D-1(B) OR 13D-2(B): Not Applicable ITEM 4. OWNERSHIP: (a) Amount Beneficially Owned: 5,833,106 shares Such amount consists of: (i) 78,836 shares owned by the Reporting Person directly; (ii) 5,062 shares owned by the Reporting Person as custodian for his son, as to which shares the Reporting Person dis claims beneficial ownership; (iii) 2,000 shares owned by the Reporting Person's wife as custodian for their son, as to which shares the Reporting Person disclaims beneficial ownership; (iv) 2,475 shares held in the Reporting Person's account under the Health Management Associates, CUSIP No. 421933 10 2 (Page 4 of 9 Pages) Inc. Retirement Savings Plan; (v) 1,000,000 shares owned by Karen A. Sutton as Trustee of the William J. Schoen Charitable Remainder Unitrust, u/a/d 12/1/96; (vi) 1,216,450 shares owned by Karen A. Sutton as Trustee of the William J. Schoen Florida Intangible Tax Trust, u/a/d 11/27/96; and (vii) 3,528,283 shares subject to presently exercisable options held by the Reporting Person. (b) Percent of Class: 5.3% (c) Number of shares as to which such person has: (i) sole power to vote or to direct the vote: 3,612,181 (ii) shared power to vote or to direct the vote: 0 (iii) sole power to dispose or direct the disposition of: 3,614,656 (iv) shared power to dispose or direct the disposition of: 2,216,450 ITEM 5. OWNERSHIP OF FIVE PERCENT OR LESS OF A CLASS: Prior to this Amendment No. 5, this Schedule 13G had been filed, pursuant to Rule 13d-5(b)(1), on behalf of a group consisting of William J. Schoen; William J. Schoen as Trustee of the William J. Schoen Revocable Trust, u/a/d 1/19/88; Earl P. Holland; Earl P. Holland as Trustee of the Declaration of Trust for the Benefit of Earl P. Holland dated 8/8/91; Stephen M. Ray; Stephen M. Ray as Trustee, Settlor and Beneficiary of the Stephen M. Ray Living Trust, u/a/d 6/8/93; and Robb L. Smith. Each of the members the group was party to a certain Officers'-Stockholders' Agreement dated as of January 11, 1991, pursuant to which William J. Schoen was granted an irrevocable proxy to vote all shares of the Issuer owned by the members of the group in accordance with the decision of the holders of a majority of such shares. Such Officers'-Stockholders' Agreement terminated by its terms, and the group dissolved, on February 5, 1996. See Item 9. William J. Schoen is the only former member of the group whose beneficial ownership of the Issuer's Class A Common Stock on December 31, 1996 exceeded 5% of the class outstanding and, therefore, he is the sole Reporting Person in this Amendment No. 5. ITEM 6. OWNERSHIP OF MORE THAN FIVE PERCENT ON BEHALF OF ANOTHER PERSON: Not Applicable CUSIP No. 421933 10 2 (Page 5 of 9 Pages) 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: See Exhibit 1 ITEM 10. CERTIFICATION: Not Applicable CUSIP No. 421933 10 2 (Page 6 of 9 Pages) 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 10, 1997 /s/ William J. Schoen --------------------- William J. Schoen Dated: February 10, 1997 *William J. Schoen, Trustee --------------------------- William J. Schoen as Trustee of the William J. Schoen Revocable Trust, u/a/d 1/19/88 Dated: February 10, 1997 *Earl P. Holland ---------------- Earl P. Holland Dated: February 10, 1997 **Earl P. Holland, Trustee -------------------------- Earl P. Holland as Trustee of the Declara- tion of Trust for the Benefit of Earl P. Holland dated 8/8/91 Dated: February 10, 1997 *Stephen M. Ray --------------- Stephen M. Ray Dated: February 10, 1997 ***Stephen M. Ray, Trustee -------------------------- Stephen M. Ray as Trustee, Settlor and Beneficiary of the Stephen M. Ray Living Trust, u/a/d 6/8/93 Dated: February 10, 1997 /s/ Robb L. Smith ----------------- Robb L. Smith Dated: February 10, 1997 By: /s/ Robb L. Smith ----------------- Robb L. Smith, Attorney-in-Fact * Power of Attorney previously filed and incorporated herein by reference to Exhibit 3 to Schedule 13G filed February 14, 1992. ** Power of Attorney previously filed and incorporated herein by reference to Exhibit 3 to Amendment No. 1 to Schedule 13G filed February 12, 1993. *** Power of Attorney previously filed and incorporated herein by reference to Exhibit 3 to Amendment No. 2 to Schedule 13G filed February 14, 1994. EX-99.1 2 NOTICE OF DISSOLUTION OF GROUP CUSIP No. 421933 10 2 (Page 7 of 9 Pages) EXHIBIT 1 NOTICE OF DISSOLUTION OF GROUP Prior to this Amendment No. 5, this Schedule 13G had been filed, pursuant to Rule 13d-5(b)(1), on behalf of a group consisting of William J. Schoen; William J. Schoen as Trustee of the William J. Schoen Revocable Trust, u/a/d 1/19/88; Earl P. Holland; Earl P. Holland as Trustee of the Declaration of Trust for the Benefit of Earl P. Holland dated 8/8/91; Stephen M. Ray; Stephen M. Ray as Trustee, Settlor and Beneficiary of the Stephen M. Ray Living Trust, u/a/d 6/8/93; and Robb L. Smith. Each of the members the group was party to a certain Officers'-Stockholders' Agreement dated as of January 11, 1991, pursuant to which William J. Schoen was granted an irrevocable proxy to vote all shares of the Issuer owned by the members of the group in accordance with the decision of the holders of a majority of such shares. Such Officers'-Stockholders' Agreement terminated by its terms, and the group dissolved, on February 5, 1996. All further filings with respect to transactions in the Issuer's Class A Common Stock will be filed, if required, by the former members of the group in their respective individual capacities. EX-99.2 3 AGREEMENT CUSIP No. 421933 10 2 (Page 8 of 9 Pages) EXHIBIT 2 AGREEMENT The undersigned agree that this Amendment No. 5 to Schedule 13G under the Securities Exchange Act of 1934, as amended, relating to shares of the Class A Common Stock of Health Management Associates, Inc., to which this Agreement is an Exhibit and which is to be filed with the Securities and Exchange Commission on or before February 14, 1997, is filed on behalf of each of the undersigned. This Agreement may be executed in several counterparts, each of which shall be an original but all of which together shall constitute one and the same instrument. Dated: February 10, 1997 /s/ William J. Schoen --------------------- William J. Schoen Dated: February 10, 1997 *William J. Schoen, Trustee --------------------------- William J. Schoen as Trustee of the William J. Schoen Revocable Trust, u/a/d 1/19/88 Dated: February 10, 1997 *Earl P. Holland ---------------- Earl P. Holland Dated: February 10, 1997 **Earl P. Holland, Trustee -------------------------- Earl P. Holland as Trustee of the Declaration of Trust for the Benefit of Earl P. Holland dated 8/8/91 Dated: February 10, 1997 *Stephen M. Ray --------------- Stephen M. Ray Dated: February 10, 1997 ***Stephen M. Ray, Trustee -------------------------- Stephen M. Ray as Trustee, Settlor and Bene- ficiary of the Stephen M. Ray Living Trust, u/a/d 6/8/93 Dated: February 10, 1997 /s/ Robb L. Smith ----------------- Robb L. Smith Dated: February 10, 1997 By: /s/ Robb L. Smith ----------------- Robb L. Smith, Attorney-in-Fact CUSIP No. 421933 10 2 (Page 9 of 9 Pages) * Power of Attorney previously filed and incorporated herein by reference to Exhibit 3 to Schedule 13G filed February 14, 1992. ** Power of Attorney previously filed and incorporated herein by reference to Exhibit 3 to Amendment No. 1 to Schedule 13G filed February 12, 1993. *** Power of Attorney previously filed and incorporated herein by reference to Exhibit 3 to Amendment No. 2 to Schedule 13G filed February 14, 1994. -----END PRIVACY-ENHANCED MESSAGE-----