<PAGE> 1
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
SCHEDULE 14D-1
TENDER OFFER STATEMENT PURSUANT TO
SECTION 14(D)(1) OF THE SECURITIES EXCHANGE ACT OF 1934
AMENDMENT NO. 2
(FINAL AMENDMENT)
AND
SCHEDULE 13D
---------------------
TALBERT MEDICAL MANAGEMENT HOLDINGS CORPORATION
(Name of Subject Company)
TALMED MERGER CORPORATION
MEDPARTNERS, INC.
(Bidders)
COMMON STOCK, PAR VALUE $.01 PER SHARE
(together with associated Junior Participating
Preferred Stock purchase rights)
(Title of Class of Securities)
874121-10-6
(Cusip Number of Class of Securities)
---------------------
J. BROOKE JOHNSTON, JR., ESQ.
SENIOR VICE PRESIDENT AND
GENERAL COUNSEL
MEDPARTNERS, INC.
3000 GALLERIA TOWER, SUITE 1000
BIRMINGHAM, ALABAMA 35244
(Name, Address and Telephone Number of Person Authorized to Receive Notices and
Communications on Behalf of Bidders)
---------------------
COPY TO:
ROBERT E. LEE GARNER, ESQ.
HASKELL SLAUGHTER & YOUNG, L.L.C.
1200 AMSOUTH/HARBERT PLAZA
1901 SIXTH AVENUE NORTH
BIRMINGHAM, ALABAMA 35203
<PAGE> 2
14D-1
CUSIP NO. 874121-10-6
1. Name of Reporting Persons
S.S. or I.R.S. Identification Nos. of Above Persons
TALMED MERGER CORPORATION
2. Check the Appropriate Box if a Member of a Group
(a) [ ]
(b) [ ]
3. SEC Use Only
4. Sources of Funds
BK, WC, AF
5. Check the Box if Disclosure of Legal Proceedings is Required Pursuant to
Items 2(e) or 2(f) [ ]
6. Citizenship or Place of Organization
DELAWARE
7. Aggregate Amount Beneficially Owned by Each Reporting Person
Approximately 2,518,874 shares of Common Stock, Par value $.01 per share
8. Check if the Aggregate Amount in Row 7 Excludes Certain Shares [ ]
9. Percent of Class Represented by Amount in Row 7
Approximately 99%
10. Type of Reporting Person
CO
<PAGE> 3
14D-1
CUSIP NO. 874121-10-6
1. Name of Reporting Persons
S.S. or I.R.S. Identification Nos. of Above Persons
MEDPARTNERS, INC. TAX ID #63-1151076
2. Check the Appropriate Box if a Member of a Group
(a) [ ]
(b) [ ]
3. SEC Use Only
4. Sources of Funds
BK, WC, OO
5. Check the Box if Disclosure of Legal Proceedings is Required Pursuant to
Items 2(e) or 2(f) [ ]
6. Citizenship or Place of Organization
DELAWARE
7. Aggregate Amount Beneficially Owned by Each Reporting Person
Approximately 2,518,874 Shares of Common Stock, Par Value $.01 per share
8. Check if the Aggregate Amount in Row 7 Excludes Certain Shares [ ]
9. Percent of Class Represented by Amount in Row 7
Approximately 99%
10. Type of Reporting Person
CO
<PAGE> 4
SCHEDULE 14D-1
This Amendment No. 2 amends and supplements the Tender Offer Statement on
Schedule 14D-1 which relates to the offer by Talmed Merger Corporation (the
"Subsidiary"), a Delaware corporation and a wholly-owned subsidiary of
MedPartners, Inc., a Delaware corporation ("MedPartners"), to purchase all of
the outstanding shares of common stock, par value $.01 per share (the "Shares"),
of Talbert Medical Management Holdings Corporation at a purchase price of $63.00
per Share, net to the seller in cash, without interest thereon, upon the terms
and subject to the conditions set forth in the Offer to Purchase dated August
20, 1997 and in the related Letter of Transmittal (which, together with any
supplements or amendments, collectively constitute the "Offer"). Pursuant to
Special Instruction F of Schedule 14D-1, this Amendment No. 2, which constitutes
the Final Amendment to Schedule 14D-1, is deemed to satisfy the reporting
requirements of Section 13(d) of the Securities Exchange Act of 1934 with
respect to shares acquired by the Subsidiary and MedPartners. The item numbers
and responses thereto below are in accordance with the requirements of Schedule
14D-1.
ITEM 6. INTEREST IN SECURITIES OF THE SUBJECT COMPANY.
Item 6 is hereby amended and supplemented by adding thereto the following:
On September 22, 1997, the Subsidiary accepted for payment a total of
2,518,874 shares which were validly tendered pursuant to the Offer and not
withdrawn including approximately 23,339 shares tendered pursuant to Notices of
Guaranteed Delivery. Any shares not purchased in the Offer will be cancelled and
become the right to receive $63.00 per share at the Effective Time of the merger
of the Subsidiary into the Company.
ITEM 10. ADDITIONAL INFORMATION.
Item 10 is hereby amended and supplemented by adding thereto the following:
The Offer terminated at 12:00 midnight, New York City time, on Friday,
September 19, 1997.
ITEM 11. MATERIAL TO BE FILED AS EXHIBITS.
(a)(9) Text of Press Release issued by MedPartners, dated September 24,
1997.
<PAGE> 5
SIGNATURE
After due 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: September 26, 1997
TALMED MERGER CORPORATION
By /s/ LARRY R. HOUSE
------------------------------------
Its President
------------------------------------
MEDPARTNERS, INC.
By /s/ LARRY R. HOUSE
------------------------------------
Its Chairman and Chief Executive
Officer
------------------------------------
2
<PAGE> 6
EXHIBIT INDEX
<TABLE>
<CAPTION>
EXHIBIT
NO. DESCRIPTION
- ------- -----------
<C> <C> <S>
(a)(9) -- Text of press release issued by MedPartners on September 24,
1997.
</TABLE>
3
<PAGE> 1
EXHIBIT (A)(9)
MEDPARTNERS, INC. COMPLETES ACQUISITION OF
TALBERT MEDICAL MANAGEMENT HOLDINGS CORPORATION
BIRMINGHAM, Ala., Sept. 24/PRNewswire/ -- MedPartners, Inc. (NYSE:MDM),
today announced it successfully completed its acquisition of Talbert Medical
Management Holdings Corporation (Nasdaq:TMMC -- news).
The acquisition was carried out by means of a tender offer that expired at
midnight, Eastern Daylight Time September 19, 1997, followed by the merger of a
wholly-owned subsidiary of MedPartners with Talbert. All outstanding Talbert
shares were acquired for $63 per share, for a total consideration of
approximately $200 million.
"We are pleased to welcome the Talbert physicians and employees into the
MedPartners' family," said Larry R. House, MedPartners' Chairman and Chief
Executive Officer. "These individuals have a long history of providing excellent
healthcare services in the Southwest, and they will significantly enhance our
presence in Southern California and Phoenix, as well as introduce us to the Salt
Lake City/Provo, Tucson and Albuquerque markets."
MedPartners, Inc., based in Birmingham, Alabama, is the nation's largest
manager of physician practices and with the acquisition of Talbert Medical
Management will operate in 39 states. The company develops, consolidates and
manages healthcare delivery systems. Through the company's network of affiliated
group and IPA physicians, MedPartners provides primary and specialty healthcare
services to prepaid managed care enrollees and fee-for-service patients.
MedPartners also manages the nation's largest independent prescription benefits
management (PBM) company. Through the PBM, the company dispenses 53 million
prescriptions annually.
SOURCE MedPartners, Inc.
