Schedule 13D Amendment No. 4

-----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, EqjTeGc+ogMfvrDE6/gUkTNPWu/108lCayppUWs7d148IFzXuLpDaOke/hYQMyRK 8N/bcFlE9yl7tHFmpxAEFA== 0001193125-05-200087.txt : 20051012 0001193125-05-200087.hdr.sgml : 20051012 20051012111042 ACCESSION NUMBER: 0001193125-05-200087 CONFORMED SUBMISSION TYPE: SC 13D/A PUBLIC DOCUMENT COUNT: 2 FILED AS OF DATE: 20051012 DATE AS OF CHANGE: 20051012 GROUP MEMBERS: AMERICAN OPPORTUNITY TRUST PLC GROUP MEMBERS: AXIA VALUE PARTNERS LLC GROUP MEMBERS: CHRISTOPHER HARWOOD BERNARD MILLS GROUP MEMBERS: GILDEA MANAGEMENT COMPANY GROUP MEMBERS: HIGH TOR LIMITED GROUP MEMBERS: JOHN W. GILDEA GROUP MEMBERS: THE TRIDENT NORTH ATLANTIC FUND GROUP MEMBERS: TRIDENT HOLDINGS SUBJECT COMPANY: COMPANY DATA: COMPANY CONFORMED NAME: SUNLINK HEALTH SYSTEMS INC CENTRAL INDEX KEY: 0000096793 STANDARD INDUSTRIAL CLASSIFICATION: SERVICES-GENERAL MEDICAL & SURGICAL HOSPITALS, NEC [8062] IRS NUMBER: 310621189 STATE OF INCORPORATION: OH FISCAL YEAR END: 0630 FILING VALUES: FORM TYPE: SC 13D/A SEC ACT: 1934 Act SEC FILE NUMBER: 005-03600 FILM NUMBER: 051134188 BUSINESS ADDRESS: STREET 1: 900 CIRCLE 75 PARKWAY STREET 2: SUITE 1300 CITY: ATLANTA STATE: GA ZIP: 30339 BUSINESS PHONE: 7709337000 MAIL ADDRESS: STREET 1: 900 CIRCLE 75 PARKWAY STREET 2: SUITE 1300 CITY: ATLANTA STATE: GA ZIP: 30339 FORMER COMPANY: FORMER CONFORMED NAME: KRUG INTERNATIONAL CORP DATE OF NAME CHANGE: 19920703 FORMER COMPANY: FORMER CONFORMED NAME: TECHNOLOGY INC DATE OF NAME CHANGE: 19860803 FORMER COMPANY: FORMER CONFORMED NAME: COMANCO INDUSTRIES INC DATE OF NAME CHANGE: 19710719 FILED BY: COMPANY DATA: COMPANY CONFORMED NAME: NORTH ATLANTIC VALUE LLP CENTRAL INDEX KEY: 0001280474 IRS NUMBER: 000000000 FILING VALUES: FORM TYPE: SC 13D/A MAIL ADDRESS: STREET 1: RYDER COURT, 14 RYDER ST. CITY: LONDON STATE: A1 ZIP: 00000 SC 13D/A 1 dsc13da.htm SCHEDULE 13D AMENDMENT NO. 4 Schedule 13D Amendment No. 4

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

SCHEDULE 13D

(Rule 13d-101)

Information to be Included in Statements Filed Pursuant

to Rules 13d-1(a) and Amendments thereto Filed

Pursuant to Rule 13d-2(a)

(Amendment No. 4)^*

SUNLINK HEALTH SYSTEMS, INC.

(Name of issuer)

Common Stock, without par value

(Title of class of securities)

86737U102

(CUSIP number)

COPY TO:

R. G. Barrett

North Atlantic Value LLP

Ryder Court

14 Ryder Street

London SW1Y 6QB, England

011-44-207-747-5640

(Name, Address and Telephone Number of Person Authorized to Receive Notices and Communications)

October 11, 2005

(Dates of Events which Require Filing of this Statement)

If the filing person has previously filed a statement on Schedule 13G to report the acquisition that is the subject of this Schedule 13D, and is filing this schedule because of Rule 13d-1(e), 13d-1(f) or 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 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 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).

(Continued on following pages)


CUSIP No. 86737U102		Page 2 of 28

SCHEDULE 13D


1.	NAME OF REPORTING PERSONS I.R.S. IDENTIFICATION NO. OF ABOVE PERSONS (ENTITIES ONLY) North Atlantic Value LLP
2.	CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (a) ¨ (b) x
3.	SEC USE ONLY
4.	SOURCE OF FUNDS AF
5.	CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(d) or 2(e)	¨
6.	CITIZENSHIP OR PLACE OF ORGANIZATION England

NUMBER OF

BENEFICIALLY

OWNED BY

EACH

REPORTING

PERSON

WITH

7. SOLE VOTING POWER

8. SHARED VOTING POWER

1,144,900

9. SOLE DISPOSITIVE POWER

10. SHARED DISPOSITIVE POWER

1,144,900


11.	AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 1,144,900
12.	CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES*	¨
13.	PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 15.9%
14.	TYPE OF REPORTING PERSON* OO, IA

*	SEE INSTRUCTIONS BEFORE FILLING OUT!


CUSIP No. 86737U102		Page 3 of 28

SCHEDULE 13D


1.	NAME OF REPORTING PERSONS I.R.S. IDENTIFICATION NO. OF ABOVE PERSONS (ENTITIES ONLY) Christopher Harwood Bernard Mills
2.	CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (a) ¨ (b) x
3.	SEC USE ONLY
4.	SOURCE OF FUNDS AF
5.	CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(d) or 2(e)	¨
6.	CITIZENSHIP OR PLACE OF ORGANIZATION England

NUMBER OF

BENEFICIALLY

OWNED BY

EACH

REPORTING

PERSON

WITH

7. SOLE VOTING POWER

8. SHARED VOTING POWER

1,144,900

9. SOLE DISPOSITIVE POWER

10. SHARED DISPOSITIVE POWER

1,144,900


11.	AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 1,144,900
12.	CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES*	¨
13.	PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 15.9%
14.	TYPE OF REPORTING PERSON* IN

*	SEE INSTRUCTIONS BEFORE FILLING OUT!


CUSIP No. 86737U102		Page 4 of 28

SCHEDULE 13D


1.	NAME OF REPORTING PERSONS I.R.S. IDENTIFICATION NO. OF ABOVE PERSONS (ENTITIES ONLY) American Opportunity Trust plc
2.	CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (a) ¨ (b) x
3.	SEC USE ONLY
4.	SOURCE OF FUNDS WC
5.	CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(d) or 2(e)	¨
6.	CITIZENSHIP OR PLACE OF ORGANIZATION England

NUMBER OF

BENEFICIALLY

OWNED BY

EACH

REPORTING

PERSON

WITH

7. SOLE VOTING POWER

8. SHARED VOTING POWER

302,844

9. SOLE DISPOSITIVE POWER

10. SHARED DISPOSITIVE POWER

302,844


11.	AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 302,844
12.	CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES*	¨
13.	PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 4.2%
14.	TYPE OF REPORTING PERSON* IV

*	SEE INSTRUCTIONS BEFORE FILLING OUT!


CUSIP No. 86737U102		Page 5 of 28

SCHEDULE 13D


1.	NAME OF REPORTING PERSONS I.R.S. IDENTIFICATION NO. OF ABOVE PERSONS (ENTITIES ONLY) The Trident North Atlantic Fund
2.	CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (a) ¨ (b) x
3.	SEC USE ONLY
4.	SOURCE OF FUNDS WC
5.	CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(d) or 2(e)	¨
6.	CITIZENSHIP OR PLACE OF ORGANIZATION Cayman Islands

NUMBER OF

BENEFICIALLY

OWNED BY

EACH

REPORTING

PERSON

WITH

7. SOLE VOTING POWER

8. SHARED VOTING POWER

239,302

9. SOLE DISPOSITIVE POWER

10. SHARED DISPOSITIVE POWER

239,302


11.	AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 239,302
12.	CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES*	¨
13.	PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 3.3%
14.	TYPE OF REPORTING PERSON* IV, CO

*	SEE INSTRUCTIONS BEFORE FILLING OUT!


CUSIP No. 86737U102		Page 6 of 28

SCHEDULE 13D


1.	NAME OF REPORTING PERSONS I.R.S. IDENTIFICATION NO. OF ABOVE PERSONS (ENTITIES ONLY) Trident Holdings
2.	CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (a) ¨ (b) x
3.	SEC USE ONLY
4.	SOURCE OF FUNDS WC
5.	CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(d) or 2(e)	¨
6.	CITIZENSHIP OR PLACE OF ORGANIZATION Cayman Islands

NUMBER OF

BENEFICIALLY

OWNED BY

EACH

REPORTING

PERSON

WITH

7. SOLE VOTING POWER

8. SHARED VOTING POWER

123,670

9. SOLE DISPOSITIVE POWER

10. SHARED DISPOSITIVE POWER

123,670


11.	AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 123,670
12.	CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES*	¨
13.	PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 1.7%
14.	TYPE OF REPORTING PERSON* IV, CO

*	SEE INSTRUCTIONS BEFORE FILLING OUT!


CUSIP No. 86737U102		Page 7 of 28

SCHEDULE 13D


1.	NAME OF REPORTING PERSONS I.R.S. IDENTIFICATION NO. OF ABOVE PERSONS (ENTITIES ONLY) High Tor Limited
2.	CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (a) ¨ (b) x
3.	SEC USE ONLY
4.	SOURCE OF FUNDS WC
5.	CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(d) or 2(e)	¨
6.	CITIZENSHIP OR PLACE OF ORGANIZATION Cayman Islands

NUMBER OF

BENEFICIALLY

OWNED BY

EACH

REPORTING

PERSON

WITH

7. SOLE VOTING POWER

8. SHARED VOTING POWER

29,084

9. SOLE DISPOSITIVE POWER

10. SHARED DISPOSITIVE POWER

29,084


11.	AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 29,084
12.	CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES*	¨
13.	PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 0.4%
14.	TYPE OF REPORTING PERSON* CO

*	SEE INSTRUCTIONS BEFORE FILLING OUT!


CUSIP No. 86737U102		Page 8 of 28

SCHEDULE 13D


1.	NAME OF REPORTING PERSONS I.R.S. IDENTIFICATION NO. OF ABOVE PERSONS (ENTITIES ONLY) Gildea Management Company
2.	CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (a) ¨ (b) x
3.	SEC USE ONLY
4.	SOURCE OF FUNDS AF
5.	CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(d) or 2(e)	¨
6.	CITIZENSHIP OR PLACE OF ORGANIZATION Delaware

NUMBER OF

BENEFICIALLY

OWNED BY

EACH

REPORTING

PERSON

WITH

7. SOLE VOTING POWER

8. SHARED VOTING POWER

105,000

9. SOLE DISPOSITIVE POWER

10. SHARED DISPOSITIVE POWER

105,000


11.	AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 105,000
12.	CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES*	¨
13.	PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 1.5%
14.	TYPE OF REPORTING PERSON* CO, IA

*	SEE INSTRUCTIONS BEFORE FILLING OUT!


CUSIP No. 86737U102		Page 9 of 28

SCHEDULE 13D


1.	NAME OF REPORTING PERSONS I.R.S. IDENTIFICATION NO. OF ABOVE PERSONS (ENTITIES ONLY) John W. Gildea
2.	CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (a) ¨ (b) x
3.	SEC USE ONLY
4.	SOURCE OF FUNDS AF, PF
5.	CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(d) or 2(e)	¨
6.	CITIZENSHIP OR PLACE OF ORGANIZATION USA

NUMBER OF

BENEFICIALLY

OWNED BY

EACH

REPORTING

PERSON

WITH

7. SOLE VOTING POWER

2,800

8. SHARED VOTING POWER

105,000

9. SOLE DISPOSITIVE POWER

2,800

10. SHARED DISPOSITIVE POWER

105,000


11.	AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 107,800
12.	CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES*	¨
13.	PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 1.5%
14.	TYPE OF REPORTING PERSON* IN

*	SEE INSTRUCTIONS BEFORE FILLING OUT!


CUSIP No. 86737U102		Page 10 of 28

SCHEDULE 13D


1.	NAME OF REPORTING PERSONS I.R.S. IDENTIFICATION NO. OF ABOVE PERSONS (ENTITIES ONLY) Axia Value Partners LLC
2.	CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (a) ¨ (b) x
3.	SEC USE ONLY
4.	SOURCE OF FUNDS WC
5.	CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(d) or 2(e)	¨
6.	CITIZENSHIP OR PLACE OF ORGANIZATION Delaware

NUMBER OF

BENEFICIALLY

OWNED BY

EACH

REPORTING

PERSON

WITH

7. SOLE VOTING POWER

8. SHARED VOTING POWER

105,000

9. SOLE DISPOSITIVE POWER

10. SHARED DISPOSITIVE POWER

105,000


11.	AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 105,000
12.	CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES*	¨
13.	PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 1.5%
14.	TYPE OF REPORTING PERSON* OO

*	SEE INSTRUCTIONS BEFORE FILLING OUT!

AMENDMENT NO. 4 TO

STATEMENT ON SCHEDULE 13D

This Amendment No. 4 to Statement on Schedule 13D (the “Amendment”) is filed on behalf of the Filing Parties (defined below). This Amendment amends the Statement on Schedule 13D filed by certain of the Filing Parties with the Securities and Exchange Commission (the “SEC”) on September 30, 2005 pursuant to an amended and restated joint filing agreement dated as of January 31, 2005. The Filing Parties have previously filed Statements on Schedule 13D relating to the Company on January 25, 2005, January 31, 2005, April 18, 2005 and September 30, 2005.

Item 1. Security and Issuer.

The class of equity securities to which this Amendment relates is the common stock, without par value (the “Common Stock”), of Sunlink Health Systems, Inc., an Ohio corporation (the “Company”). The principal executive offices of the Company are located at 900 Circle 75 Parkway, Suite 1120, Atlanta, Georgia 30339.

Item 2. Identity and Background.

2 (a-c,f).

I. Filing Parties:

This Amendment is filed on behalf of the following persons, who are collectively referred to as the “Filing Parties”:

North Atlantic Value LLP (“North Atlantic Value”) is a limited liability partnership organized under the laws of England with its principal office and business at Ryder Court, 14 Ryder Street, London SW1Y 6QB England. North Atlantic Value is a firm authorized by the United Kingdom’s Financial Services Authority and is principally engaged in the business of investment management of active value and private equity investments, as well as to its private clients.

Christopher Harwood Bernard Mills is a British citizen whose business address is Ryder Court, 14 Ryder Street, London SW1Y 6QB England. His principal employment includes service as executive director of North Atlantic Smaller Companies Investment Trust (“NASCIT”), as chief executive of American Opportunity Trust plc (“American Opportunity Trust”), as a director of J O Hambro Capital Management Group Limited, J O Hambro Capital Management Limited, The Trident North Atlantic Fund (“Trident North Atlantic”), Oryx International Growth Fund Limited, Acquisitor plc and Acquisitor Holdings (Bermuda) Ltd., and as co-investment adviser to NASCIT.

Page 11 of 28

American Opportunity Trust is a corporation organized under the laws of England with its principal office and business at Ryder Court, 14 Ryder Street, London SW1Y 6QB England. American Opportunity Trust is a publicly-held investment trust company. North Atlantic Value serves as investment manager to American Opportunity Trust.

Trident North Atlantic is an open-ended investment company incorporated in the Cayman Islands with its principal office and business at P.O. Box 309, Ugland House, George Town, Grand Cayman, Cayman Islands. Trident North Atlantic is a publicly-held regulated mutual fund. Christopher Harwood Bernard Mills serves as a director of Trident North Atlantic and North Atlantic Value serves as an investment adviser to Trident North Atlantic.

Trident Holdings (“Trident Holdings”) is an open-ended investment company incorporated in the Cayman Islands with its principal office and business at P.O. Box 1350GT, 75 Fort Street, George Town, Grand Cayman, Cayman Islands. Trident North Atlantic is a publicly-held regulated mutual fund. North Atlantic Value serves as an investment adviser to Trident Holdings.

High Tor Limited (“Trident High Tor”) is a corporation organized under the laws of the Cayman Islands with its principal office and business at P.O. Box N-4857, Unit No. 2, Cable Beach Court, West Bay Street, Nassau, The Bahamas. High Tor Limited is a private client of North Atlantic Value, which serves as an investment adviser to a portfolio of assets owned by Trident High Tor.

Gildea Management Company is a corporation organized under the laws of the State of Delaware with its principal office and business address at PO Box 938, 65 Vitti Street, New Canaan, Connecticut. Gildea Management Company is principally engaged in the business of investment management.

John W. Gildea is a U.S. citizen whose principal business address is PO Box 938, 65 Vitti Street, New Canaan, Connecticut. His principal employment includes service as the managing director of Gildea Management Company and as a director of American Opportunity Trust.

Axia Value Partners LLC (“Axia Value Partners”) is a limited liability company organized under the laws of the State of Delaware with its principal office and business address at PO Box 938, 65 Vitti Street, New Canaan, Connecticut. Axia Value Partners is a private equity fund. Gildea Management Company serves as the investment manager of Axia Value Partners.

II. Executive Officers and Directors:

In accordance with the provisions of General Instruction C to Schedule 13D, information concerning the executive officers and directors of the Filing Parties is included in Schedule A hereto and is incorporated by reference herein.

Page 12 of 28

(d) Criminal Proceedings

(e) Civil Securities Law Proceedings

During the last five years, neither the Filing Parties (or a controlling entity thereof) nor any executive officer or director of any of the Filing Parties (or a controlling entity thereof) has been a party to a civil proceeding of a judicial or administrative body of competent jurisdiction and as a result of such proceeding was or is subject to a judgment, decree or final order enjoining future violations of, or prohibiting or mandating activities subject to, federal or state securities laws or finding any violation with respect to such laws.

Item 3. Source and Amount of Funds or Other Consideration.

The aggregate purchase price of the 302,844 shares of Common Stock beneficially held by American Opportunity Trust is $1,672,934 (exclusive of brokerage fees and commissions). All of the shares of Common Stock beneficially held by American Opportunity Trust were paid for using its working capital funds.

The aggregate purchase price of the 239,302 shares of Common Stock beneficially held by Trident North Atlantic is $1,733,585 (exclusive of brokerage fees and commissions). All of the shares of Common Stock beneficially held by Trident North Atlantic were paid for using its working capital funds.

The aggregate purchase price of the 123,670 shares of Common Stock beneficially held by Trident Holdings is $906,259 (exclusive of brokerage fees and commissions). All of the shares of Common Stock beneficially held by Trident Holdings were paid for using its working capital funds.

The aggregate purchase price of the 29,084 shares of Common Stock beneficially held by Trident High Tor is $200,107 (exclusive of brokerage fees and commissions). All of the shares of Common Stock beneficially held by Trident High Tor were paid for using its working capital funds.

The aggregate purchase price of the 450,000 shares of Common Stock beneficially held by North Atlantic Value on behalf of its private clients is $3,780,000 (exclusive of brokerage fees and commissions). All of the shares of Common Stock beneficially held by North Atlantic Value on behalf of its private clients were paid for using the working capital funds of such private clients.

Page 13 of 28

The aggregate purchase price of the 105,000 shares of Common Stock beneficially held by Axia Value Partners is $576,250 (exclusive of brokerage fees and commissions). All of the shares of Common Stock beneficially held by Axia Value Partners were paid for using its working capital funds.

The aggregate purchase price of the 2,800 shares of Common Stock beneficially held solely by John W. Gildea is $14,280 (exclusive of brokerage fees and commissions). All of the shares of Common Stock beneficially held solely by Mr. Gildea were paid for using his personal funds.

Item 4. Purpose of Transaction.

On October 11, 2005, North Atlantic Value delivered a letter to the Company setting forth its proposal to acquire all the outstanding shares of the Company for $10.25 per share in cash, subject only to due diligence and satisfaction of customary conditions. The letter to the Company is attached as Exhibit 99.3 to this Amendment on Schedule 13D.

In addition to the foregoing, the Filing Parties may take such actions with respect to their investment in the Company as they deem appropriate, including without limitation: (i) having open communications with the Company’s management in order to monitor their efforts to increase shareholder value, (ii) purchasing additional shares of Common Stock in the open market or otherwise, (iii) seeking a change of control of the Company through various means, including without limitation, an extraordinary corporate transaction, such as a merger, reorganization, recapitalization or tender offer, (iv) seeking to amend the Company’s charter and by-laws, (v) seeking to elect a slate of directors to the Company’s board of directors and (vi) presenting proposals for stockholders’ consideration at an annual or special meeting of the Company’s stockholders.

Should the Company fail to define a clear strategy to maximize shareholder value, the Filing Parties may consider a means by which some or all of the directors may be removed from the board of directors.

In addition, the Filing Parties believe it is in the interest of all shareholders if either the current board or a new board immediately appoint an independent firm of investment bankers to find ways to maximize shareholder value.

The Filing Parties may also participate in discussions with potential purchasers of their shares of Common Stock, sell some or all of their shares of Common Stock in the open market or through privately negotiated transactions, or change their intention with respect to any and all of the matters referred to above.

Page 14 of 28

Item 5. Interest in Securities of the Issuer.

(a)-(b) The aggregate number and percentage of the outstanding Common Stock of the Company beneficially owned (i) by each of the Filing Parties, and (ii) to the knowledge of the Filing Parties, by each other person who may be deemed to be a member of the group, is as follows:


Filing Party	Aggregate Number of Shares	Number of Shares: Sole Power to Vote	Number of Shares: Shared Power to Vote	Number of Shares: Sole Power to Dispose	Number of Shares: Shared Power to Dispose	Approximate Percentage*
North Atlantic Value+	1,144,900	0	1,144,900	0	1,144,900	15.9	%
Christopher H. B. Mills+	1,144,900	0	1,144,900	0	1,144,900	15.9	%
American Opportunity Trust	302,844	0	302,844	0	302,844	4.2	%
Trident North Atlantic	239,302	0	239,302	0	239,302	3.3	%
Trident Holdings	123,670	0	123,670	0	123,670	1.7	%
Trident High Tor	29,084	0	29,084	0	29,084	0.4	%
John W. Gildea	107,800	2,800	105,000	2,800	105,000	1.5	%
Gildea Management Company	105,000	0	105,000	0	105,000	1.5	%
Axia Value Partners	105,000	0	105,000	0	105,000	1.5	%

*	Based on 7,203,703 shares of Common Stock, without par value, outstanding as of September 15, 2005, which is based on information reported in the Company’s 10-K, for the fiscal year ended June 30, 2005.

Consists of shares of Common Stock held by American Opportunity Trust, Trident North Atlantic, Trident Holdings, Trident High Tor and certain private clients of North Atlantic Value. Does not include 2,800 shares of Common Stock held personally by John W. Gildea nor 105,000 shares of Common Stock held by Axia Value Partners (nor Gildea Management Company as the investment manager of Axia Value Partners).

Page 15 of 28

(c) In the time since their last filing on Schedule 13D, the Filing Parties effected no transactions in the Common Stock.

(d) No person other than the Filing Parties is known to have the right to receive, or the power to direct the receipt of dividends from, or the proceeds from the sale of, such shares of Common Stock.

Item 6. Contracts, Arrangements, Understandings or Relationships with Respect to Securities of the Issuer.

North Atlantic Value is the investment manager and/or investment adviser to each of American Opportunity Trust, Trident North Atlantic, Trident Holdings, Trident High Tor and its private clients and as such it has the authority to vote or dispose of the Common Stock. Christopher Harwood Bernard Mills is the Chief Executive of American Opportunity Trust. Christopher Harwood Bernard Mills is also a partner and the chief investment officer of North Atlantic Value. Gildea Management Company is the investment manager to Axia Value Partners and as such it has the authority to vote or dispose of the Common Stock. John W. Gildea is a managing director of Gildea Management Company and is also a director of American Opportunity Trust.

Item 7. Material to be Filed as Exhibits.

Letter to the Company dated October 10, 2005 filed as Exhibit 99.3.

Page 16 of 28

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: October 12, 2005


NORTH ATLANTIC VALUE LLP

By:		/s/ R. G. Barrett
Name:		R. G. Barrett
Title:		Compliance Officer
Executed on behalf of the Filing Parties pursuant to the Amended and Restated Joint Filing Agreement, previously filed.

Page 17 of 28

Schedule A

Information Concerning Directors and Executive Officers of the Filing Parties

The following table sets forth certain information concerning each of the members and partners of North Atlantic Value LLP as of the date hereof.

Members:


Name:				J O Hambro Capital Management Group Limited
				(Member)
Business Address:				Ryder Court
				14 Ryder Street
				London SW1Y 6QB
				England

Name:				J O Hambro Capital Management Limited
				(Member)
Business Address:				Ryder Court
				14 Ryder Street
				London SW1Y 6QB
				England

Partners:

Name:				Christopher Harwood Bernard Mills
				(Partner)
Citizenship:				British
Business Address:				Ryder Court
				14 Ryder Street
				London SW1Y 6QB
				England
Principal Occupation:				Chief Executive, American Opportunity Trust
				Director, Trident North Atlantic
				Director, J O Hambro Capital Management Limited
				Partner, North Atlantic Value LLP

Page 18 of 28


Name:				Nichola Pease
				(Partner)
Citizenship:				British
Business Address:				Ryder Court
				14 Ryder Street
				London SW1Y 6QB
				England
Principal Occupation:				Director and Chief Executive, J O Hambro Capital Management Limited
				Partner, North Atlantic Value LLP

Name:				Jeremy James Brade
				(Partner)
Citizenship:				British
Business Address:				Ryder Court
				14 Ryder Street
				London SW1Y 6QB
				England
Principal Occupation:				Director, J O Hambro Capital Management Limited
				Partner, North Atlantic Value LLP

Name:				Fay Elizabeth Foster
				(Partner)
Citizenship:				British
Business Address:				Ryder Court
				14 Ryder Street
				London SW1Y 6QB
				England
Principal Occupation:				Partner, North Atlantic Value LLP

Name:				Charles Clifford Dominic Groves
				(Partner)
Citizenship:				British
Business Address:				Ryder Court
				14 Ryder Street
				London SW1Y 6QB
				England
Principal Occupation:				Partner, North Atlantic Value LLP

Name:				Basil David Postan
				(Partner)
Citizenship:				British
Business Address:				Ryder Court
				14 Ryder Street
				London SW1Y 6QB
				England
Principal Occupation:				Director, J O Hambro Capital Management Limited
				Partner, JOHCM Alternative Investments LLP

Page 19 of 28


Name:				M.D. Hemsley
				(Partner)
Citizenship:				British
Business Address:				Ryder Court
				14 Ryder Street
				London SW1Y 6QB
				England
Principal Occupation:				Partner, North Atlantic Value LLP

Page 20 of 28

The following table sets forth certain information concerning each of the directors and executive officers of American Opportunity Trust plc as of the date hereof.


Name:				R. Alexander Hammond-Chambers (Chairman)
Citizenship:				British
Business Address:				29 Rutland Square Edinburgh EH1 2BW Scotland
Principal Occupation:				Non-Executive Director, American Opportunity Trust

Name:				Christopher Harwood Bernard Mills (Chief Executive)
Citizenship:				British
Business Address:				Ryder Court 14 Ryder Street London SW1Y 6QB England
Principal Occupation:				Chief Executive, American Opportunity Trust Director, Trident North Atlantic Director, J O Hambro Capital Management Limited Partner, North Atlantic Value LLP

Name:				John W. Gildea (Director)
Citizenship:				USA
Business Address:				Gildea Management Company PO Box 938 65 Vitti Street New Canaan, Connecticut 06840 USA
Principal Occupation:				Managing Director, Gildea Management Company

Page 21 of 28


Name:				The Hon. James J. Nelson (Director)
Citizenship:				British
Business Address:				Graphite Capital Management LTD¹ 4th Floor Berkeley Square House Berkeley Square London W1X 5PA England
Principal Occupation:				Non-Executive Director, Graphite Capital Management LTD

Name:				Iain Tulloch (Director)
Citizenship:				British
Business Address:				Swallow Ha-Symington Ayrohire Scotland KA1 5PN
Principal Occupation:				Non-Executive Director, American Opportunity Trust

Name:				Philip Ehrman (Director)
Citizenship:				British
Business Address:				Gartmore Investment Management Ltd.² Gartmore House 8 Fenchurch Place London EC3M 4PH England
Principal Occupation:				Head of Pacific & Emerging Markets, Gartmore Investment Management Ltd.

1	Graphite Capital Management LTD is principally engaged in the investment management business.

2	Gartmore Investment Management Limited is principally engaged in the investment management business.

Page 22 of 28

The following table sets forth certain information concerning each of the directors and executive officers of The Trident North Atlantic Fund as of the date hereof.


Name:				Raymond O’Neill (Director)
Citizenship:				Irish
Business Address:				RSM Robson (Dublin) Futzwilton House Wilton Place Dublin 2 Ireland
Principal Occupation:				Partner, RSM Robson Rhodes

Name:				Christopher Harwood Bernard Mills (Director)
Citizenship:				British
Business Address:				J O Hambro Capital Management Limited Ryder Court 14 Ryder Street London SW1Y 6QB England
Principal Occupation:				Chief Executive, American Opportunity Trust Director, Trident North Atlantic Director, J O Hambro Capital Management Limited Partner, North Atlantic Value LLP

Name:				David Sargison (Director)
Citizenship:				British
Business Address:				Ironshore Corporate Services Limited Box 1234GT Queensgate House South Church Street Grand Cayman Cayman Islands
Principal Occupation:				Managing Director, Ironshore Corporate Services Limited

Page 23 of 28


Name:				John Gildea (Director)
Citizenship:				USA
Business Address:				Gildea Management Company PO Box 938 65 Vitti Street New Canaan, Connecticut 06840 USA
Principal Occupation:				Managing Director, Gildea Management Company

Name:				Ralph Woodford (Director)
Citizenship:				British
Business Address:				Caledonian Bank & Trust Limited Caledonian House George Town, Grand Cayman Cayman Islands
Principal Occupation:				Director, Caledonian Bank & Trust Limited

Page 24 of 28

The following table sets forth certain information concerning each of the directors and executive officers of Trident Holdings as of the date hereof.


Name:				Integra Limited
				(Corporate Director)
Citizenship:				Cayman Islands
Business Address:				Integra Limited
				P.O. Box 1350
				The Huntlaw Building
				Fort Street
				George Town, Grand Cayman
				Cayman Islands
Principal Occupation:				Corporation

Page 25 of 28

The following table sets forth certain information concerning each of the directors and executive officers of High Tor Limited as of the date hereof.


Name:				Paul R. Sandford
				(Director)
Citizenship:				Canadian
Business Address:				High Tor Limited
				P.O. Box N-4857
				Unit No. 2
				Cable Beach Court
				West Bay Street
				Nassau, The Bahamas
Principal Occupation:				Director, High Tor Limited

Name:				Donald W. Tomlinson
				(Director)
Citizenship:				Canadian
Business Address:				High Tor Limited
				P.O. Box N-4857
				Unit No. 2
				Cable Beach Court
				West Bay Street
				Nassau, The Bahamas
Principal Occupation:				Director, High Tor Limited

Page 26 of 28

The following table sets forth certain information concerning the sole director of Gildea Management Company as of the date hereof.


Name:				John W. Gildea (Managing Director)
Citizenship:				USA
Business Address:				Gildea Management Company PO Box 938 65 Vitti Street New Canaan, Connecticut 06840 USA
Principal Occupation:				Managing Director, Gildea Management Company

Page 27 of 28

The following table sets forth certain information concerning the sole director of Axia Value Partners LLC as of the date hereof.


Name:				John W. Gildea (Sole Director)
Citizenship:				USA
Business Address:				Gildea Management Company PO Box 938 65 Vitti Street New Canaan, Connecticut 06840 USA
Principal Occupation:				Managing Director, Gildea Management Company

Page 28 of 28

Exhibit Index

The following documents are filed herewith or incorporated herein by reference:


Exhibit		Page
(99.1) Joint Filing Agreement dated as of January 24, 2005 among the Filing Parties.		Previously filed.

(99.2) Amended and Restated Joint Filing Agreement dated as of January 31, 2005 among the Filing Parties.		Previously filed.

(99.3) Letter to the Company dated October 10, 2005.		Exhibit 99.3.

EX-99.3 2 dex993.htm LETTER TO THE COMPANY DATED OCTOBER 10, 2005. Letter to the Company dated October 10, 2005.

Exhibit 99.3

NORTH ATLANTIC VALUE

LIMITED LIABILITY PARTNERSHIP

Ground Floor, Ryder Court, 14 Ryder Street,

London SW1Y 6QB

Telephone: 020 7747 5678 Facsimile: 020 7747 5647

10 October 2005

Robert M. Thornton, Jr.

Dr. Steven J. Baileys

Karen B. Brenner

Gene E. Burleson

C. Michael Ford

Michael W. Hall

Howard E. Turner

James J. Mulligan

SunLink Health Systems, Inc

900 Circle 75 Pkwy

Suite 1120

Atlanta, GA 30339

USA

Dear Board Members

North Atlantic Value LLP is a member of a group of investors that owns approximately 16% of the outstanding common stock of SunLink Health Systems, Inc (“SunLink”).

We are confident that SunLink’s intrinsic value is significantly higher than its stock price. Therefore, we hereby propose to acquire all outstanding shares of SunLink for $10.25 per share in cash, subject only to due diligence and satisfaction of customary conditions. This offer is not subject to any financing and would be fully funded by cash on hand and existing lines of credit. In addition, if due diligence leads us to conclude that a higher offer price is justified, we would consider increasing our offer.

We ask that you support our offer in view that the significant benefit that it will provide to all shareholders. Please contact the undersigned to schedule a due diligence review.

Yours sincerely

/s/ Christopher Mills

Christopher Mills

Chief Investment Officer for and on behalf of

North Atlantic Value LLP

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