0001104659-11-066679.txt : 20111129 0001104659-11-066679.hdr.sgml : 20111129 20111129160447 ACCESSION NUMBER: 0001104659-11-066679 CONFORMED SUBMISSION TYPE: SC 13D/A PUBLIC DOCUMENT COUNT: 1 FILED AS OF DATE: 20111129 DATE AS OF CHANGE: 20111129 GROUP MEMBERS: ARTHUR E. LEVINE GROUP MEMBERS: LAUREN B. LEICHTMAN FILED BY: COMPANY DATA: COMPANY CONFORMED NAME: LEVINE LEICHTMAN CAPITAL PARTNERS INC CENTRAL INDEX KEY: 0001259957 IRS NUMBER: 000000000 STATE OF INCORPORATION: CA FILING VALUES: FORM TYPE: SC 13D/A MAIL ADDRESS: STREET 1: 335 NORTH MAPLE DRIVE STE 240 CITY: BEVERLY HILLS STATE: CA ZIP: 90210 SUBJECT COMPANY: COMPANY DATA: COMPANY CONFORMED NAME: Conmed Healthcare Management, Inc. CENTRAL INDEX KEY: 0000943324 STANDARD INDUSTRIAL CLASSIFICATION: SERVICES-MISC HEALTH & ALLIED SERVICES, NEC [8090] IRS NUMBER: 421297992 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: SC 13D/A SEC ACT: 1934 Act SEC FILE NUMBER: 005-44295 FILM NUMBER: 111231337 BUSINESS ADDRESS: STREET 1: 7250 PARKWAY DR. STREET 2: SUITE 400 CITY: HANOVER STATE: MD ZIP: 21076 BUSINESS PHONE: 5152221717 MAIL ADDRESS: STREET 1: 7250 PARKWAY DR. STREET 2: SUITE 400 CITY: HANOVER STATE: MD ZIP: 21076 FORMER COMPANY: FORMER CONFORMED NAME: PACE HEALTH MANAGEMENT SYSTEMS INC DATE OF NAME CHANGE: 19960118 SC 13D/A 1 a11-30677_1sc13da.htm SC 13D/A

 

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C.  20549

 

SCHEDULE 13D

Under the Securities Exchange Act of 1934

(Amendment No. 4)*

 

CONMED HEALTHCARE MANAGEMENT, INC.

(Name of Issuer)

 

Common Stock, $0.0001 Par Value Per Share

(Title of Class of Securities)

 

20741M03

(CUSIP Number)

 

Steven E. Hartman

Levine Leichtman Capital Partners, Inc.

335 N. Maple Drive, Suite 240

Los Angeles, CA  90210

(310) 275-5335

Joshua F. Opperer, Esq.

Honigman Miller Schwartz and Cohn LLP

2290 First National Building

660 Woodward Ave

Detroit, MI  48226

(313) 465-7000

(Name, Address and Telephone Number of Persons Authorized to

Receive Notices and Communications)

 

November 16, 2011

(Date of Event Which Requires 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 o.

 

Note:  Schedules filed in paper format shall include a signed original and five copies of the schedule, including all exhibits.  See Rule 13d-7(b) 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 (the “Exchange Act”) or otherwise subject to the liabilities of that section of the Exchange Act but shall be subject to all other provisions of the Exchange Act (however, see the Notes).

 


 

 SCHEDULE 13D

 CUSIP No. 20741M03

 

 

 

 

1

NAME OF REPORTING PERSONS

 

                        LEVINE LEICHTMAN CAPITAL PARTNERS, INC.

 

2

CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (SEE INSTRUCTIONS)

(a) o

(b) x

 

3

SEC USE ONLY

 

4

SOURCE OF FUNDS (SEE INSTRUCTIONS)

 

            Not applicable.

5

CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) or 2(e)

     o

 

6

CITIZENSHIP OR PLACE OF ORGANIZATION

 

            CALIFORNIA

 

NUMBER OF

 

SHARES

7

SOLE VOTING POWER

 

            0

BENEFICIALLY

 

OWNED BY

8

SHARED VOTING POWER

 

            0

 

EACH

 

REPORTING

9

SOLE DISPOSITIVE POWER

 

            0

 

PERSON

 

WITH

10

SHARED DISPOSITIVE POWER

 

            0

 

11

AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON

 

            0

 

12

CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (See instructions)

     o

 

13

PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)

 

            0%

 

14

TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)

            CO

 

 


 

 SCHEDULE 13D

 CUSIP No. 20741M03

 

 

 

 

1

NAME OF REPORTING PERSONS

 

                        ARTHUR E. LEVINE

 

2

CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (SEE INSTRUCTIONS)

(a) o

(b) x

 

3

SEC USE ONLY

 

4

SOURCE OF FUNDS (SEE INSTRUCTIONS)

 

            Not applicable.

5

CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) or 2(e)

     o

 

6

CITIZENSHIP OR PLACE OF ORGANIZATION

 

            UNITED STATES OF AMERICA

 

NUMBER OF

 

SHARES

7

SOLE VOTING POWER

 

            0

BENEFICIALLY

 

OWNED BY

8

SHARED VOTING POWER

 

            0

 

EACH

 

REPORTING

9

SOLE DISPOSITIVE POWER

 

            0

 

PERSON

 

WITH

10

SHARED DISPOSITIVE POWER

 

            0

 

11

AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON

 

            0

 

12

CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (See instructions)

     o

 

13

PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)

 

            0%

 

14

TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)

            IN

 

 


 

 SCHEDULE 13D

 CUSIP No. 20741M03

 

 

 

 

1

NAME OF REPORTING PERSONS

 

                        LAUREN B. LEICHTMAN

 

2

CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (SEE INSTRUCTIONS)

(a) o

(b) x

 

3

SEC USE ONLY

 

4

SOURCE OF FUNDS (SEE INSTRUCTIONS)

 

            Not applicable.

5

CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) or 2(e)

     o

 

6

CITIZENSHIP OR PLACE OF ORGANIZATION

 

            UNITED STATES OF AMERICA

 

NUMBER OF

 

SHARES

7

SOLE VOTING POWER

 

            0

BENEFICIALLY

 

OWNED BY

8

SHARED VOTING POWER

 

            0

 

EACH

 

REPORTING

9

SOLE DISPOSITIVE POWER

 

            0

 

PERSON

 

WITH

10

SHARED DISPOSITIVE POWER

 

            0

 

11

AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON

 

            0

 

12

CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (See instructions)

     o

 

13

PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)

 

            0%

 

14

TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)

            IN

 

 

 


 

SCHEDULE 13D

 

CUSIP No. 20741M03

 

 

 

 

This Amendment No. 4 amends and supplements the Schedule 13D of Levine Leichtman Capital Partners, Inc. (“LLCP”), Arthur E. Levine (“Mr. Levine”) and Lauren B. Leichtman (“Ms. Leichtman” and, together with LLCP and Mr. Levine, the “Reporting Persons”), filed with the Securities and Exchange Commission (the “Commission”) on May 13, 2011 (the “Statement”), as amended, relating to the shares of common stock, $.0001 par value per share (“Common Stock”), of Conmed Healthcare Management, Inc. (the “Company”).

 

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

 

Item 3 of the Statement is amended and supplemented as follows:

 

The information provided in Item 4 below is incorporated by reference into this Item 3.

 

 

ITEM 4.          Purpose of Transaction.

 

Item 4 of the Statement is amended and supplemented as follows:

 

As previously disclosed, LLCP and James H. Desnick, M.D. (“Desnick”) entered into (i) a Financing Letter, dated May 12, 2011 (the “Financing Letter”), and (ii) a Debt Commitment, dated July 11, 2011 (the “Debt Commitment Letter”), pursuant to which the Reporting Persons and Desnick may have been deemed to constitute a “group” within the meaning of Section 13(d)(3) of the Securities Exchange Act of 1934 (the “Exchange Act”).

 

On November 16, 2011, the Company terminated the Agreement and Plan of Merger, dated July 11, 2011 (the “Merger Agreement”), as amended, among the Company, Ayelet Investments LLC, a Delaware limited liability company, and Ayelet Merger Subsidiary, Inc., a Delaware corporation.

 

Following the termination of the Merger Agreement, LLCP and Desnick terminated the Financing Letter and Debt Commitment Letter.  As of result of the termination of the Financing Letter and the Debt Commitment Letter, the Reporting Persons have no current interest in, and no contracts or other arrangements in place with respect to, any shares of the Company’s Common Stock that may be owned by Desnick.

 

 

ITEM 5.          Interest in Securities of the Issuer.

 

Item 5 of the Statement is hereby amended and supplement as follows:

 


 

As set forth on the cover pages to this Statement, which cover pages are incorporated by reference into this Item 5, the Reporting Persons do not currently beneficially own any shares of the Company’s Common Stock.

 

The information provided in Item 4 above is incorporated by reference into this Item 5.

 

ITEM 6.                                      Contracts, Arrangements, Understandings or Relationships With Respect to Securities of the Issuer.

 

Item 6 of the Statement is hereby amended and supplemented as follows:

 

The information provided in Item 4 above is incorporated by reference into this Item 6.

 

 


 

SIGNATURES

 

After reasonable inquiry and to the best of our knowledge and belief, we certify that the information set forth in this statement is true, complete and correct.

 

November 29, 2011

 

 

 

LEVINE LEICHTMAN CAPITAL PARTNERS, INC.,

a California corporation

 

 

 

By:

/s/ Steven E. Hartman

 

 

 

Steven E. Hartman

 

 

Vice President

 

 

 

 

 

/s/ Arthur E. Levine

 

 

ARTHUR E. LEVINE

 

 

 

 

 

 

 

 

/s/ Lauren B. Leichtman

 

 

LAUREN B. LEICHTMAN