CUSIP No. 576817100 Page 1 of 6
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
SCHEDULE 13D
UNDER THE SECURITIES EXCHANGE ACT OF 1934
(AMENDMENT NO. 1)*
Matria Healthcare, Inc.
(Name of Issuer)
Common Stock, Par Value $.01 Per Share
(Title of Class of Securities)
576817100
(CUSIP Number)
David A. Wisniewski
Nelson Mullins Riley & Scarborough, L.L.P.
First Union Plaza, Suite 1400
999 Peachtree Street, N.E.
Atlanta, GA 30309
Telephone: (404) 817-6000
(Name, Address and Telephone Number of Person Authorized to Receive Notices and
Communications)
January 19, 1999
(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 which is the subject of this Schedule 13D, and is filing this
schedule because of Rule 13b-1(b)(3) or (4), check the following box [ ].
*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 ("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).
<PAGE>
CUSIP No. 576817100 Page 2 of 6
SCHEDULE 13D
1 NAMES OF REPORTING PERSONS
I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY)
Gainor Medical Management, LLC
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (a)
(b)
3 SEC USE ONLY
4 SOURCE OF FUNDS*
OO
5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS
REQUIRED PURSUANT TO ITEMS 2(d) or 2(e)
6 CITIZENSHIP OR PLACE OF ORGANIZATION
Georgia
NUMBER OF 7 SOLE VOTING POWER
SHARES none
BENEFICIALLY 8 SHARED VOTING POWER
OWNED BY 6,222,222
EACH 9 SOLE DISPOSITIVE POWER
REPORTING none
PERSON WITH 10 SHARED DISPOSITIVE POWER
6,222,222
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
6,222,222
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES*
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
14.6%
14 TYPE OF REPORTING PERSON*
OO
*SEE INSTRUCTIONS BEFORE FILLING OUT!
<PAGE>
CUSIP No. 576817100 Page 3 of 6
SCHEDULE 13D
1 NAMES OF REPORTING PERSONS
I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY)
Gainor Medical U.S.A. Inc.
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (a)
(b)
3 SEC USE ONLY
4 SOURCE OF FUNDS*
OO
5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS
REQUIRED PURSUANT TO ITEMS 2(d) or 2(e)
6 CITIZENSHIP OR PLACE OF ORGANIZATION
California
NUMBER OF 7 SOLE VOTING POWER
SHARES none
BENEFICIALLY 8 SHARED VOTING POWER
OWNED BY 6,222,222
EACH 9 SOLE DISPOSITIVE POWER
REPORTING none
PERSON WITH 10 SHARED DISPOSITIVE POWER
6,222,222
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
6,222,222
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES*
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
14.6%
14 TYPE OF REPORTING PERSON*
CO
*SEE INSTRUCTIONS BEFORE FILLING OUT!
<PAGE>
CUSIP No. 576817100 Page 4 of 6
SCHEDULE 13D
1 NAMES OF REPORTING PERSONS
I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY)
Mark J. Gainor
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (a)
(b)
3 SEC USE ONLY
4 SOURCE OF FUNDS*
OO
5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS
REQUIRED PURSUANT TO ITEMS 2(d) or 2(e)
6 CITIZENSHIP OR PLACE OF ORGANIZATION
Canada
NUMBER OF 7 SOLE VOTING POWER
SHARES none
BENEFICIALLY 8 SHARED VOTING POWER
OWNED BY 6,222,222
EACH 9 SOLE DISPOSITIVE POWER
REPORTING none
PERSON WITH 10 SHARED DISPOSITIVE POWER
6,222,222
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
6,222,222
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES*
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
14.6%
14 TYPE OF REPORTING PERSON*
IN
*SEE INSTRUCTIONS BEFORE FILLING OUT!
<PAGE>
CUSIP No. 576817100 Page 5 of 6
This amendment No. 1 to Schedule 13D is being filed solely to amend Item 7, the
Exhibit Index and the legend with respect to confidential treatment appearing
on the cover page of Exhibit 7.2.
ITEM 7. MATERIAL TO BE FILED AS EXHIBITS
<TABLE>
<CAPTION>
Exhibit No. Identification of Exhibit
<C> <S>
7.1 * Joint Filing Agreement between Gainor Medical Management, L.L.C. and
Gainor Medical U.S.A., INC. dated as of January 27, 1999.
7.2 * Purchase and Sale Agreement between Matria Healthcare, Inc. and Gainor
Medical Management, L.L.C. dated as of December 21, 1998. (Portions
of this exhibit have been omitted pursuant to a request for confidential
treatment but have been filed separately with the Securities and Exchange
Commission.)
7.3 * Standstill Agreement dated January 19, 1999 by and among the Issuer, Mark
Gainor, and SZ Investments, L.L.C.
<FN>
______________________
* Filed herewith
</TABLE>
Appendix A
----------
Rod Dammeyer is Managing Partner of Equity Group Corporate Investments of
Equity Group Investments, L.L.C. ("EGI LLC"), a Delaware limited liability
company that is a privately owned investment management firm.
EGI-Investors is a Delaware limited liability company whose managing member
is SZ Investments, L.L.C. ("SZ"). The managing member of SZ is Zell General
Partnership, Inc., an Illinois corporation whose sole shareholder is the Zell
Revocable Trust and its sole director is Samuel Zell. Mr. Zell is Chairman of
the Board of Directors of EGI LLC and EGI-Investors.
The principal business address of Messrs. Dammeyer and Zell and each of EGI
LLC, EGI-Investors, SZ and the Zell General Partnership, Inc. is Two North
Riverside Plaza, Chicago, Illinois 60606. Messrs. Dammeyer and Zell are United
States citizens.
(signatures begin on subsequent page)
<PAGE>
CUSIP No. 576817100 Page 6 of 6
SIGNATURES
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: July 14, 1999.
GAINOR MEDICAL MANAGEMENT, LLC MARK J. GAINOR:
By: /s/ Mark J. Gainor
---------------------------------
Mark J. Gainor, President /s/ Mark J. Gainor
---------------------
GAINOR MEDICAL U.S.A. INC.
By:/s/ Mark J. Gainor
---------------------------------
Mark J. Gainor, President
<TABLE>
<CAPTION>
INDEX TO EXHIBITS
EXHIBIT SEQUENTIAL
NUMBER DESCRIPTION
- ------- -------------------------------------------------------------------------
<C> <S>
7.1 * Joint Filing Agreement between Gainor Medical Management, L.L.C. and
Gainor Medical U.S.A., INC. dated as of January 27, 1999.
7.2 * Purchase and Sale Agreement between Matria Healthcare, Inc. and Gainor
Medical Management, L.L.C. dated as of December 21, 1998. (Portions
of this exhibit have been omitted pursuant to a request for confidential
treatment but have been filed separately with the Securities and Exchange
Commission.)
7.3 * Standstill Agreement dated January 19, 1999 by and among the Issuer, Mark
Gainor, and SZ Investments, L.L.C.
<FN>
______________________
* Incorporated by reference
</TABLE>
<PAGE>
EXHIBIT 7.2
PURCHASE AND SALE AGREEMENT
BETWEEN
MATRIA HEALTHCARE, INC., PURCHASER,
AND
GAINOR MEDICAL MANAGEMENT, L.L.C., SELLER
DATED AS OF DECEMBER 21, 1998
*** Indicates information omitted pursuant to a request for confidential
treatment under Rule 24b-2 of the Securities and Exchange Commission and which
has been filed separately with the Securities and Exchange Commission.
<PAGE>
