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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
SCHEDULE 13D
UNDER THE SECURITIES EXCHANGE ACT OF 1934
(AMENDMENT NO. 1)
MedPartners, Inc. (formerly named MedPartners/Mullikin, Inc.)
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(Name of Issuer)
Common Stock, $.001 par value
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(Title of Class of Securities)
694026204
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(CUSIP Number)
Bartley C. Deamer
McCutchen, Doyle, Brown & Enersen, LLP
Three Embarcadero Center, Suite 1800
San Francisco, CA 94111
Tel: (415) 393-2168
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(Name, Address and Telephone Number of Person Authorized to
Receive Notices and Communications)
May 15, 1996*
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(Date of Event which Requires Filing of this Amendment No. 1)
* See Item 5(e) of this Amendment No. 1
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 Rule 13d-1(b)(3) or (4), check the following box [ ].
Check the following box if a fee is being paid with this statement [ ].
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CUSIP Number 694026204
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1) Name of Reporting Persons, Catholic Healthcare West
S.S. or I.R.S. Identification (No social security or other IRS
Nos. of Above Persons identification number required)
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2) Check the Appropriate Box if a (a) ________________________________
Member of a Group (see (b) ________________________________
Instructions) NA
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3) SEC Use Only
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4) Source of Funds AF
(See Instructions)
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5) Check if Disclosure of Legal
Proceedings is Required NA
Pursuant to Items 2(d) or 2(e)
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6) Citizenship or Place of California
Organization
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Number of Shares Beneficially (7) Sole Voting Power 1,867,647
Owned by Each Reporting --------------------------------------
Person With (8) Shared Voting Power None
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(9) Sole Dispositive Power 1,867,647
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(10) Shared Dispositive Power None
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11) Aggregate Amount Beneficially 1,867,647 shares
Owned by Each Reporting Person
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12) Check if the Aggregate Amount
in Row (11) Excludes Certain NA
Shares (See Instructions)
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13) Percent of Class Represented 1.17%
by Amount in Row (11)
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14) Type of Reporting Person
(See Instructions) CO
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The following information is filed to amend Items 1, 5(a) and 5(e) of
the original Statement on Schedule 13D dated December 6, 1995 (the "Original
Statement") of Catholic Healthcare West with respect to the Common Stock, $.001
par value, of MedPartners, Inc., formerly named MedPartners/Mullikin, Inc., and
to restate the balance of the Original Statement in accordance with Rule
232.101(a)(2)(ii) of Regulation S-T promulgated by the Commission.
ITEM 1. SECURITY AND ISSUER.
The class of equity securities to which this Schedule 13D
relates is the common stock, par value $0.001 (the "Common Stock"), issued by
MedPartners, Inc., formerly named MedPartners/Mullikin, Inc. ("Issuer"), 3000
Galleria Tower, Suite 1000, Birmingham, Alabama 35244-2331
ITEM 2. IDENTITY AND BACKGROUND.
This Schedule 13D is being filed by Catholic Healthcare West, a
California nonprofit public benefit corporation (the "Reporting Person"), whose
principal business address and principal office is 1700 Montgomery Street,
Suite 300, San Francisco, California 94111. The Reporting Person supports and
assists in carrying out the purposes of affiliated hospitals and healthcare
organizations in California.
Schedule 1 attached to this Schedule 13D contains the following
information concerning each director and executive officer of the Reporting
Person: (i) name and residence or business address, (ii) principal occupation
or employment; and (iii) the name, principal business and address of any
corporation or other organization in which such employment is conducted.
Schedule 1 is incorporated by reference.
To the knowledge of the Reporting Person, each of the persons
named on Schedule 1 (the "Schedule 1 Persons") is a United States citizen.
During the last five years, to the Reporting Person's knowledge, neither the
Reporting Person nor any of the Schedule 1 Persons has been convicted in a
criminal proceeding (excluding traffic violations or similar misdemeanors).
During the last five years, to the Reporting Person's knowledge, neither the
Reporting Person nor any of the Schedule 1 Persons has been a party to a civil
proceeding of a judicial or administrative body of competent jurisdiction and,
as a result of such proceeding, is or was 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.
DCNHS-West Partnership, L.P. ("Partnership") is a California
limited partnership formed in 1993, of which DCNHS-West, a California nonprofit
public benefit corporation, was the original sole general partner. DCNHS-West
supported and assisted in carrying out the purposes of affiliated hospitals and
healthcare organizations in California. The limited partners of Partnership
were all California nonprofit public benefit corporations operating hospitals
whose sole member was DCNHS-West.
Pursuant to an agreement dated January 11, 1994, Partnership
purchased 31,070 units of Class B limited partnership interest in Mullikin
Medical Enterprises, L.P. ("MME"), a medical
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practice management company. These units represented a 15% equity interest in
MME. The purchase price was $30,000,000 in cash, which Partnership paid from
funds provided by DCNHS-West and the limited partners of Partnership from their
working capital.
On May 25, 1995, DCNHS-West effectively merged into the Reporting
Person, with the Reporting Person as the surviving corporation. By virtue of
this merger, the Reporting Person succeeded to DCNHS-West as the sole general
partner of Partnership and as the sole member of the limited partners of
Partnership.
On November 29, 1995, MME merged into Issuer, with Issuer as the
surviving corporation (the "Merger"). By virtue of the Merger, the MME Class B
limited partnership units previously held by Partnership were converted into
1,867,647 shares (the "Shares") of Common Stock. As the sole general partner of
Partnership, the Reporting Person is a beneficial owner of such shares as
defined in Rule 13d-3 under the Securities Exchange Act of 1934.
ITEM 4. PURPOSE OF TRANSACTION.
The Reporting Person holds the Shares for investment. Reporting Person
intends to review on a continuing basis its investment in Issuer and, depending
on its evaluation of Issuer's business, operations, financial needs and
prospects and upon market and economic conditions, Reporting Person may
determine to increase (through open market or privately negotiated transactions
or otherwise) or continue to hold the Shares as an investment or dispose of
some or all of them.
Neither the Reporting Person nor, to the best knowledge of the Reporting
Person, any of its executive officers, directors or controlling persons, has any
plans or proposals which relate to or which would result in any of the actions
specified in clauses (a) through (j) of Item 4 of Schedule 13D.
ITEM 5. INTEREST IN SECURITIES OF THE ISSUER.
(a) The Reporting Person beneficially owns (as that term is defined in
Rule 13d-3) 1,867,647 shares of Common Stock, representing 1.17% of the total
number of shares of Common Stock outstanding on November 8, 1996, as reported on
Issuer's Quarterly Report on Form 10-Q dated November 14, 1996 for the quarterly
period ended September 30, 1996. The record owner of such shares is
Partnership.
(b) The Reporting Person has sole voting and dispositive power with
respect to the Shares.
(c) On November 29, 1995, pursuant to the Merger, the units of Class B
limited partnership interests in MME held by Partnership were converted into
1,867,647 shares of Common Stock.
(d) No other person 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, the
Shares.
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(e) The Reporting Person ceased to be the beneficial owner of more
than five percent of the outstanding Common Stock when the number of shares of
outstanding Common Stock exceeded 37,393,480 shares. To the Reporting Person's
knowledge, the Issuer's first filing with the Commission showing more than this
number of shares of outstanding Common Stock was Issuer's Quarterly Report on
Form 10-Q filed on May 15, 1996 for the quarterly period ended March 31, 1996.
ITEM 6. CONTRACTS, ARRANGEMENTS, UNDERSTANDING OR RELATIONSHIPS WITH RESPECT TO
SECURITIES OF THE ISSUER
Pursuant to an agrement among Partnership, MME, several MME affiliates
and Issuer terminating the agreements previously entered into between
Partnership and MME in connection with Partnership's investment in units of
Class B limited partnership interest in MME, on November 28, 1995, the Reporting
Person's Chief Executive Officer, Richard J. Kramer, was elected a director of
Issuer with a term expiring at Issuer's 1998 annual shareholders meeting.
Effective on November 29, 1995, Partnership agreed to the terms of a
Registration Rights Agreement with Issuer, pursuant to which Partnership is
granted certain rights with respect to subsequent registrations of Common Stock
under the Securities Act of 1933. The form of the Registration Rights
Agreement, as so agreed, is filed as an exhibit to this Schedule 13D, and such
copy is incorporated herein by reference in its entirety. Execution of this
form of agreement is expected to be completed shortly.
Certain hospitals affiliated with the Reporting Person provide hospital
and related services to Issuer and certain medical groups affiliated with
Issuer. The amount of such services is less than $5,000,000 per year.
ITEM 7. MATERIAL TO BE FILED AS EXHIBITS.
Exhibit 1 Form of Registration Rights Agreement, dated as of November 29,
1995, among MedPartners/Mullikin, Inc. and Walter T. Mullikin,
M.D., John S. McDonald, Rosalio J. Lopez, M.D. and DCNHS-West
Partnership, L.P. (filed as Exhibit 1 to the Original Statement,
which was filed in paper form).
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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 24, 1997
CATHOLIC HEALTHCARE WEST
By: /s/ RICHARD J. KRAMER
---------------------------------
Name: Richard J. Kramer
Title: President/CEO
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SCHEDULE 1
Directors and Executive Officers
of
Catholic Healthcare West (CHW)
<TABLE>
<CAPTION>
Principal Occupation in Which
Name and Capacity with CHW Employment Is Conducted and
If Other than Principal Occupation Business Address
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<S> <C>
James E. Tecca Executive Vice President/
Chairperson, Director Chief Operating Officer
Bay View Federal Bank
2121 South El Camino Real
Suite 501
San Mateo, California 94403
Charles H. Chapman Retired Partner
Director Arthur Andersen & Company
27930 Roble Blanco
Los Altos Hills, California 94022
Michael D. Connelly President
Director Mercy Health System
2335 Grandview Avenue, 4th Floor
Cincinnati, Ohio 45206
Paul R. Donnelly, Ph.D. Retired Professor
Director Health Services Administration
Webster University
9116 Pardee Spur
Crestwood, Missouri 63126
Ames Early President
Director Chief Executive Officer
ScrippsHealth
4275 Campus Point Court
San Diego, California 92121
</TABLE>
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<TABLE>
<S> <C>
Phyllis Hughes, R.S.M. President
Secretary, Director Sisters of Mercy
Burlingame Regional Community
2300 Adeline Drive
Burlingame, California 94010
Sister Eileen Kenny, D.C. Health Ministry Councilor
Director Daughters of Charity
Province of the West
Seton Provincialate
26000 Altamont Road
Los Altos Hills, California 94022
Richard J. Kramer President/Chief Executive Officer
Director Catholic Healthcare West
1700 Montgomery Street
Suite 300
San Francisco, California 94111
Kent C. Larson Executive Vice President
Vice Chairperson, Director First Trust
First Trust Place, MPFP0307
601 Second Avenue South
Minneapolis, Minnesota 55402
Donna J. Markham, O.P. Chief Executive Officer
Director Southdown Institute
1335 St. John's Sideroad East
RR #2
Aurora, Ontario, L4G 3G8
Canada
Susan McCarthy, R.S.M. President
Director Sisters of mercy
Auburn Regional Community
535 Sacramento Street
Auburn, California 95603
Lillian Murphy, R.S.M. President/Chief Executive Officer
Director Mercy Housing, Inc.
1601 Milwaukee, 5th Floor
Denver, Colorado 80206
</TABLE>
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<TABLE>
<S> <C>
Donald R. Olson, M.D. Administrator/
Director Chief Executive Officer
Sisters of Providence
Primary Care Division
Providence Medical Group
1235 NE 47th Avenue
Suite 209
Portland, Oregon 97213
Mary Jo Potter President/
Director Chief Executive Officer
Corporate Alliance, Inc.
14 Whaleship Plaza
San Francisco, California 94111
Patricia Siemen, O.P. Vicaress, General Councilor
Director Adrian Dominican Sisters
1257 East Siena Heights Drive
Adrian, Michigan 49221
Sister Joyce Weller, DC Visitatrix
Director Daughters of Charity
Province of the West
Seton Provincialate
26000 Altamont Road
Los Altos Hills, California 94022
Oliver W. Wesson, Jr. Vice President
Director Morgan Guaranty Trust Co.
60 Wall Street, 21st Floor
New York, New York 10260
Jess C. Wilson, Jr. Retired Chief Operating Officer
Director Coldwell Banker
Commercial Real Estate Services
2580 Sierra Boulevard, Suite E
Sacramento, California 95864
John R. Burgis Senior Vice President, Financial Services
Chief Financial Officer
Catholic Healthcare West
1700 Montgomery Street
Suite 300
San Francisco, California 94111
</TABLE>
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<TABLE>
<S> <C>
Robert L. Johnson, Esq. Senior Vice President, Legal Services
General Counsel
Catholic Healthcare West
1700 Montgomery Street
Suite 300
San Francisco, California 94111
Larry Wilson Executive Vice President/
Chief Operating Officer
Catholic Healthcare West
1700 Montgomery Street
Suite 300
San Francisco, California 94111
Kurt Sligar, M.D. Executive Vice President and Chief Medical
Officer
Catholic Healthcare West
1700 Montgomery Street
Suite 300
San Francisco, California 94111
</TABLE>
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