-----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, MyqzTpc0e0k15MrBEUeq6ajAjFL61SRneUrRDBF7z2NB5TOP8RRlcW5cIjQtFWDC 4jCFG99hy3VRXqAuYIpgGQ== 0001058854-99-000006.txt : 19990217 0001058854-99-000006.hdr.sgml : 19990217 ACCESSION NUMBER: 0001058854-99-000006 CONFORMED SUBMISSION TYPE: SC 13G PUBLIC DOCUMENT COUNT: 1 FILED AS OF DATE: 19990216 SUBJECT COMPANY: COMPANY DATA: COMPANY CONFORMED NAME: U S PHYSICAL THERAPY INC /NV CENTRAL INDEX KEY: 0000885978 STANDARD INDUSTRIAL CLASSIFICATION: SERVICES-SPECIALTY OUTPATIENT FACILITIES, NEC [8093] IRS NUMBER: 760364866 STATE OF INCORPORATION: NV FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: SC 13G SEC ACT: SEC FILE NUMBER: 005-42530 FILM NUMBER: 99541663 BUSINESS ADDRESS: STREET 1: 3040 POST OAK BLVD STE 222 CITY: HOUSTON STATE: TX ZIP: 77056 BUSINESS PHONE: 7132977000 MAIL ADDRESS: STREET 1: 3040 POST OAK BLVD STREET 2: SUITE 222 CITY: HOUSTON STATE: TX ZIP: 77056 FILED BY: COMPANY DATA: COMPANY CONFORMED NAME: CANNELL J CARLO DBA CANNELL CAPITAL MGMT CENTRAL INDEX KEY: 0001058854 STANDARD INDUSTRIAL CLASSIFICATION: [] FILING VALUES: FORM TYPE: SC 13G BUSINESS ADDRESS: STREET 1: 750 BATTERY ST CITY: SAN FRANCISCO STATE: CA ZIP: 94111 BUSINESS PHONE: 4158358300 MAIL ADDRESS: STREET 1: 750 BATTERY ST CITY: SAN FRANCISCO STATE: CA ZIP: 94111 SC 13G 1 UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 SCHEDULE 13G Under the Securities Exchange Act of 1934 U S Physical Therapy Inc. (Name of Issuer) Common Stock (Title of Class of Securities) 90337L-10-8 (CUSIP Number) David Mainzer, Esq. Buchalter, Nemer, Fields & Younger 601 S. Figueroa Street, Suite 2400, Los Angeles, CA 90017 (Name, Address and Telephone Number of Person Authorized to Receive Notices and Communications) November 17, 1998 (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 or 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). CUSIP No. 90337L-10-8 SCHEDULE 13G Page 2 of 12 1 Name of Reporting Person J. Carlo Cannell D/B/A Cannell Capital Management IRS Identification No. of Above Person 2 Check the Appropriate Box if a Member of a Group (a) [x] (b) [ ] 3 SEC USE ONLY 4 Citizenship or Place of Organization United States 5 Sole Voting Power -0- NUMBER OF 6 Shared Voting Power SHARES BENEFICIALLY 358,600 OWNED BY EACH REPORTING 7 Sole Dispositive Power PERSON WITH -0- 8 Shared Dispositive Power 358,600 9 Aggregate Amount Beneficially Owned by each Reporting Person 358,600 10 Check Box if the Aggregate Amount in Row (9) Excludes Certain Shares*[ ] 11 Percent of Class Represented by Amount in Row 9 9.9% 12 Type of Reporting Person* IA CUSIP No. 90337L-10-8 SCHEDULE 13G Page 3 of 12 1 Name of Reporting Person Tonga Partners, LP IRS Identification No. of Above Person 94-3164039 2 Check the Appropriate Box if a Member of a Group (a) [x] (b) [ ] 3 SEC USE ONLY 4 Citizenship or Place of Organization Delaware 5 Sole Voting Power 181,100 NUMBER OF 6 Shared Voting Power SHARES BENEFICIALLY -0- OWNED BY EACH REPORTING 7 Sole Dispositive Power PERSON WITH 181,100 8 Shared Dispositive Power -0- 9 Aggregate Amount Beneficially Owned by each Reporting Person 358,600 10 Check Box if the Aggregate Amount in Row (9) Excludes Certain Shares*[ ] 11 Percent of Class Represented by Amount in Row 9 9.9% 12 Type of Reporting Person* PN CUSIP No. 90337L-10-8 SCHEDULE 13G Page 4 of 12 1 Name of Reporting Person Pleiades Investment Partners, LP IRS Identification No. of Above Person 23-2688812 2 Check the Appropriate Box if a Member of a Group (a) [x] (b) [ ] 3 SEC USE ONLY 4 Citizenship or Place of Organization Delaware 5 Sole Voting Power 26,500 NUMBER OF 6 Shared Voting Power SHARES BENEFICIALLY -0- OWNED BY EACH REPORTING 7 Sole Dispositive Power PERSON WITH 26,500 8 Shared Dispositive Power -0- 9 Aggregate Amount Beneficially Owned by each Reporting Person 358,600 10 Check Box if the Aggregate Amount in Row (9) Excludes Certain Shares*[ ] 11 Percent of Class Represented by Amount in Row 9 9.9% 12 Type of Reporting Person* PN CUSIP No. 90337L-10-8 SCHEDULE 13G Page 5 of 12 1 Name of Reporting Person The Cuttyhunk Fund Limited IRS Identification No. of Above Person n/a 2 Check the Appropriate Box if a Member of a Group (a) [x] (b) [ ] 3 SEC USE ONLY 4 Citizenship or Place of Organization Bermuda 5 Sole Voting Power 112,500 NUMBER OF 6 Shared Voting Power SHARES BENEFICIALLY -0- OWNED BY EACH REPORTING 7 Sole Dispositive Power PERSON WITH 112,500 8 Shared Dispositive Power -0- 9 Aggregate Amount Beneficially Owned by each Reporting Person 358,600 10 Check Box if the Aggregate Amount in Row (9) Excludes Certain Shares*[ ] 11 Percent of Class Represented by Amount in Row 9 9.9% 12 Type of Reporting Person* OO CUSIP No. 90337L-10-8 SCHEDULE 13G Page 6 of 12 1 Name of Reporting Person Canal, Ltd. IRS Identification No. of Above Person n/a 2 Check the Appropriate Box if a Member of a Group (a) [x] (b) [ ] 3 SEC USE ONLY 4 Citizenship or Place of Organization Cayman Islands 5 Sole Voting Power 29,600 NUMBER OF 6 Shared Voting Power SHARES BENEFICIALLY -0- OWNED BY EACH REPORTING 7 Sole Dispositive Power PERSON WITH 29,600 8 Shared Dispositive Power -0- 9 Aggregate Amount Beneficially Owned by each Reporting Person 358,600 10 Check Box if the Aggregate Amount in Row (9) Excludes Certain Shares*[ ] 11 Percent of Class Represented by Amount in Row 9 9.9% 12 Type of Reporting Person* OO CUSIP No. 90337L-10-8 SCHEDULE 13G Page 7 of 12 1 Name of Reporting Person Goldman Sachs Performance Partners (Offshore), L.P. IRS Identification No. of Above Person 98-0190868 2 Check the Appropriate Box if a Member of a Group (a) [x] (b) [ ] 3 SEC USE ONLY 4 Citizenship or Place of Organization Cayman Islands 5 Sole Voting Power 3,000 NUMBER OF 6 Shared Voting Power SHARES BENEFICIALLY -0- OWNED BY EACH REPORTING 7 Sole Dispositive Power PERSON WITH 3,000 8 Shared Dispositive Power -0- 9 Aggregate Amount Beneficially Owned by each Reporting Person 358,600 10 Check Box if the Aggregate Amount in Row (9) Excludes Certain Shares*[ ] 11 Percent of Class Represented by Amount in Row 9 9.9% 12 Type of Reporting Person* PN CUSIP No. 90337L-10-8 SCHEDULE 13G Page 8 of 12 1 Name of Reporting Person Goldman Sachs Performance Partners, L.P. IRS Identification No. of Above Person 22-3590779 2 Check the Appropriate Box if a Member of a Group (a) [x] (b) [ ] 3 SEC USE ONLY 4 Citizenship or Place of Organization Delaware 5 Sole Voting Power 5,900 NUMBER OF 6 Shared Voting Power SHARES BENEFICIALLY -0- OWNED BY EACH REPORTING 7 Sole Dispositive Power PERSON WITH 5,900 8 Shared Dispositive Power -0- 9 Aggregate Amount Beneficially Owned by each Reporting Person 358,600 10 Check Box if the Aggregate Amount in Row (9) Excludes Certain Shares*[ ] 11 Percent of Class Represented by Amount in Row 9 9.9% 12 Type of Reporting Person* PN CUSIP No. 90337L-10-8 SCHEDULE 13G Page 9 of 12 Item 1(a). Name of Issuer. U S Physical Therapy Inc. Item 1(b). Address of Issuer's Principal Executive Offices. 3040 Post Oak Blvd, Suite 222, Houston, TX 77056 Item 2(a). Name of Person Filing. Item one of each cover page is incorporated by reference. Item 2(b). Address of Principal Business Office or, if none, Residence. Refer to Exhibit A Item 2(c). Citizenship. Item four of each cover page is incorporated by reference. Item 2(d). Title of Class of Securities. Common Stock Item 2(e). CUSIP Number. 90337L-10-8 Item 3. Type of Reporting Person. Not applicable. Item 4. Ownership. Items 5-9 and 11 of each cover page are incorporated by reference. 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. Refer to Exhibit A. Item 9. Notice of Dissolution of Group. Not applicable. CUSIP No. 90337L-10-8 SCHEDULE 13G Page 10 of 12 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. DATED: February 16, 1999 J. Carlo Cannell D/B/A Capital Management /s/ J. Carlo Cannell ________________________ By: J. Carlo Cannell Tonga Partners, L.P. /s/ J. Carlo Cannell ________________________ By: J. Carlo Cannell Its: General Partner Pleiades Investment Partners /s/ J. Carlo Cannell ________________________ By: J. Carlo Cannell Its: Investment Advisor CUSIP No. 90337L-10-8 SCHEDULE 13G Page 11 of 12 The Cuttyhunk Fund Limited /s/ J. Carlo Cannell ________________________ By: J. Carlo Cannell Its: Investment Advisor Canal, Ltd. /s/ J. Carlo Cannell ________________________ By: J. Carlo Cannell Its: Investment Advisor GS Performance Partners (Offshore) L.P. /s/ J. Carlo Cannell ________________________ By: J. Carlo Cannell Its: Investment Advisor GS Performance Partners, L.P. /s/ J. Carlo Cannell ________________________ By: J. Carlo Cannell Its: Investment Advisor CUSIP No. 90337L-10-8 SCHEDULE 13G Page 12 of 12
EXHIBIT A Entity Address Type of Entity J. Carlo Cannell ("Cannell") 600 California Street, Floor 14 Investment Advisor D/B/A Cannell Capital Management San Francisco, CA 94108 Tonga Partners, LP 600 California Street, Floor 14 A Delaware limited partnership San Francisco, CA 94108 Pleiades Investment Partners, LP 6022 West Chester Pike A Delaware limited partnership Newtown Square, PA 19073 The Cuttyhunk Fund Limited 73 Front Street A Bermuda Company Hamilton, HM 12, Bermuda Canal, Ltd. 9 Church Street, HM 951 A company organized under the laws of Hamilton HM DX, Bermuda the Cayman Islands Goldman Sachs 701 Mount Lucas Road, CN 850 A limited partnership organized under Performance Partners (Offshore), LP Princeton, NJ 08542. the laws of the Cayman Islands Goldman Sachs 701 Mount Lucas Road, CN 850 A Delaware limited partnership Performance Partners, LP Princeton, NJ 08542
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