-----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, BfxJhhM7yxJyzIufE2dsJeLSWhzHQHAG6Abp66OZ7c+Uf4VFFc6SGegf8LigSNgx cDQQmjW6eUjCwY3jBuH1Dg== 0000899140-01-500402.txt : 20020410 0000899140-01-500402.hdr.sgml : 20020410 ACCESSION NUMBER: 0000899140-01-500402 CONFORMED SUBMISSION TYPE: SC 13D/A PUBLIC DOCUMENT COUNT: 1 FILED AS OF DATE: 20011113 SUBJECT COMPANY: COMPANY DATA: COMPANY CONFORMED NAME: MEDIWARE INFORMATION SYSTEMS INC CENTRAL INDEX KEY: 0000874733 STANDARD INDUSTRIAL CLASSIFICATION: SERVICES-COMPUTER INTEGRATED SYSTEMS DESIGN [7373] IRS NUMBER: 112209324 STATE OF INCORPORATION: NY FISCAL YEAR END: 0630 FILING VALUES: FORM TYPE: SC 13D/A SEC ACT: 1934 Act SEC FILE NUMBER: 005-41734 FILM NUMBER: 1784032 BUSINESS ADDRESS: STREET 1: 11711 W 79TH STREET CITY: LENEXA STATE: KS ZIP: 11747 BUSINESS PHONE: 5164237800 MAIL ADDRESS: STREET 1: 1121 OLD WALT WHITMAN RD CITY: MELVILLE STATE: NY ZIP: 11747-3005 FILED BY: COMPANY DATA: COMPANY CONFORMED NAME: FEINBERG LARRY N CENTRAL INDEX KEY: 0000926475 STANDARD INDUSTRIAL CLASSIFICATION: [] STATE OF INCORPORATION: NY FILING VALUES: FORM TYPE: SC 13D/A BUSINESS ADDRESS: STREET 1: C/O ORACLE PARTNERS L P STREET 2: 712 FIFTH AVENUE 45TH FLOOR CITY: NEW YORK STATE: NY ZIP: 10019 BUSINESS PHONE: 2125741286 MAIL ADDRESS: STREET 1: C/O ORACLE PARTNERS L P STREET 2: 712 FIFTH AVE 45TH FLOOR CITY: NEW YORK STATE: NY ZIP: 10019 SC 13D/A 1 fbg958835b.txt AMENDMENT NO. 3 TO SCHEDULE 13D SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13D (Amendment No. 3)* Under the Securities Exchange Act of 1934 Mediware Information Systems, Inc. - -------------------------------------------------------------------------------- (Name of Issuer) Common Stock, $.10 par value - -------------------------------------------------------------------------------- (Title of Class of Securities) 584946107 - -------------------------------------------------------------------------------- (CUSIP Number of Class of Securities) Larry N. Feinberg c/o Oracle Partners, L.P. 200 Greenwich Avenue, 3rd Floor Greenwich, CT 06830 (203) 862-7900 - -------------------------------------------------------------------------------- (Name, Address and Telephone Number of Person Authorized to Receive Notices and Communications) Copies to: Daniel Schloendorn, Esq. Willkie Farr & Gallagher 787 Seventh Avenue New York, NY 10019-6099 (212) 728-8000 September 28, 2001 - -------------------------------------------------------------------------------- (Date of Event which Requires Filing of this Schedule) If the filing person has previously filed a statement on Schedule 13G to report the acquisition which is the subject of this Schedule 13D, and is filing this schedule because of ss.ss. 240.13d-1(e), 240.13d-1(f) or 240.13d-1(g), check the following box: [ ] NOTE: Schedules filed in paper format shall include a signed original and five copies of the schedule, including all exhibits. See Rule 240.13d-7 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). SCHEDULE 13D - ------------------- ----------------- CUSIP No. 584946107 Page 2 of 7 Pages - ------------------- ----------------- - ----------- -------------------------------------------------------------------- 1 NAME OF REPORTING PERSON I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY) Larry N. Feinberg - ----------- -------------------------------------------------------------------- 2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a) [ ] (b) [ ] - ----------- -------------------------------------------------------------------- 3 SEC USE ONLY - ----------- -------------------------------------------------------------------- 4 SOURCE OF FUNDS* AF - ----------- -------------------------------------------------------------------- 5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDING IS REQUIRED PURSUANT TO ITEMS 2(d) or 2(e) [ ] - ----------- -------------------------------------------------------------------- 6 CITIZENSHIP OR PLACE OF ORGANIZATION United States - --------------------- --------- ------------------------------------------------ 7 SOLE VOTING POWER 0 --------- ------------------------------------------------ NUMBER OF 8 SHARED VOTING POWER SHARES BENEFICIALLY 1,400,936 OWNED BY --------- ------------------------------------------------ EACH 9 SOLE DISPOSITIVE POWER REPORTING PERSON WITH 0 --------- ------------------------------------------------ 10 SHARED DISPOSITIVE POWER 1,400,936 - ----------- -------------------------------------------------------------------- 11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH PERSON 1,400,936 - ----------- -------------------------------------------------------------------- 12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES* [ ] - ----------- -------------------------------------------------------------------- 13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 19.4% - ----------- -------------------------------------------------------------------- 14 TYPE OF REPORTING PERSON* IN - ----------- -------------------------------------------------------------------- 2 This Amendment No. 3 to Schedule 13D is being filed on behalf of Larry Feinberg to report a change in his beneficial ownership of shares of common stock ("Common Stock") of Mediware Information Systems, Inc. ("Mediware") from 17.87% to 19.4%. Item 1. Security and Issuer. Mediware's principal executive office is located at 11711 West 79th Street, Lenexa, Kansas 66214. Item 2. Identity and Background. No change. Item 3. Source and Amount of Funds or Other Consideration. As of the date hereof, Mr. Feinberg is deemed to beneficially own 1,400,936 shares of the Mediware's Common Stock (the "Shares"). The Shares are held by the Partnerships and managed accounts over which Mr. Feinberg has investment discretion. The 1,400,936 shares were purchased for an aggregate purchase price of $4,844,325.64. The funds for the purchase of Shares held in the Partnerships, over which Mr. Feinberg has investment discretion, came from capital contributions to the Partnerships by their general and limited partners. The funds for the purchase of the Shares held in the managed accounts, over which Mr. Feinberg 3 has investment discretion, came from each managed account's own funds. No leverage was used to purchase the Shares. Item 4. Purpose of Transaction. The primary interest of Mr. Feinberg is to maximize the value of the Partnerships' and managed accounts' investment in Mediware. Mr. Feinberg intends to continually review Mediware's business affairs, financial position, and future prospects, as well as conditions in the securities markets and general economic and industry conditions. Based on such evaluation, review, and other factors, Mr. Feinberg will continue to consider various alternative courses of action and will in the future take such actions with respect to the Partnerships' and managed accounts' investments in Mediware as he deems appropriate. Such actions may include, but are not limited to, the following: 1. Seeking representation on the Board of Directors of Mediware; 2. Making recommendations to management concerning various business strategies, including acquisitions and dispositions; and 3. Recommending hiring an investment banker to evaluate strategies to enhance shareholder value. 4 Such actions may involve the purchase of additional shares of Common Stock and, alternatively, may involve the sale of all or a portion of the Shares held by the Partnerships and managed accounts in the open market or in privately negotiated transactions to one or more financial or strategic purchasers. As a result of the foregoing, Mr. Feinberg's position with respect to Mediware may not be considered solely that of a passive investor. There can be no assurance, however, that Mr. Feinberg will take any of the actions set forth above. Item 5. Interest in Securities of the Issuer. (a) As of the date hereof, Mr. Feinberg is deemed to be the beneficial owner of 1,400,936 Shares. Based upon a total aggregate number of 7,218,139 shares of Common Stock outstanding, as reported on Mediware's Quarterly Report on Form 10-Q for the quarterly period ended September 30, 2001, Mr. Feinberg is deemed to beneficially own 19.4% of Mediware's outstanding shares of Common Stock. (b) Mr. Feinberg has the power to vote, direct the vote, dispose of or direct the disposition of all the shares of Mediware Common Stock that he is currently deemed to beneficially own. 5 (c) The transactions in the shares of Mediware Common Stock that were effected by Mr. Feinberg during the past 60 days are set forth on Exhibit A attached hereto. All such transactions were effected in open market purchases, except for the simultaneous purchase and sale of 100,000 shares of August 20, 2001 and the simultaneous purchase and sale of 150,000 shares on October 8, 2001. These simultaneous purchases and sales were internal reallocations of Mr. Feinberg's holdings among the Partnerships and the managed accounts with respect to which he has investment discretion. Item 6. Contracts, Arrangements, Understandings or Relationships with Respect to Securities of the Issuer. Mr. Feinberg does not have any contract, arrangement, understanding or relationship with any person with respect to the stock of Mediware. Item 7. Material to be Filed as Exhibits. Attached hereto as Exhibit A is a description of the transactions in the shares of Mediware Common Stock that were effected by Mr. Feinberg during the past 60 days. 6 SIGNATURES After reasonable inquiry and to the best of his knowledge and belief, the undersigned certifies that the information set forth in this statement is true, complete and correct. Dated: November 13, 2001 /s/ Larry N. Feinberg ------------------------------ Larry N. Feinberg Exhibit A --------- List of transactions in Mediware Common Stock --------------------------------------------- Amount of Amount of Shares Shares Approximate Price Date Security Bought Sold per Share 08/20/01 Common Stock 100,000 2.7500 08/20/01 Common Stock 100,000 2.7800 08/20/01 Common Stock 25,000 2.7500 08/21/01 Common Stock 17,000 3.0000 08/22/01 Common Stock 7,800 3.0000 08/31/01 Common Stock 13,500 3.3000 09/10/01 Common Stock 4,000 3.0000 09/19/01 Common Stock 2,000 2.9500 09/20/01 Common Stock 10,500 2.9500 09/21/01 Common Stock 16,800 3.0420 09/24/01 Common Stock 1,800 3.0300 09/25/01 Common Stock 13,000 3.0300 09/26/01 Common Stock 500 3.0000 09/27/01 Common Stock 5,000 3.1180 09/28/01 Common Stock 25,000 3.3500 10/02/01 Common Stock 7,000 3.4700 10/08/01 Common Stock 150,000 4.3400 10/08/01 Common Stock 150,000 4.3400 10/19/01 Common Stock 5,100 3.9994 10/25/01 Common Stock 11,500 3.8865 11/02/01 Common Stock 3,000 3.6000 11/05/01 Common Stock 2,000 3.5300 -----END PRIVACY-ENHANCED MESSAGE-----