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OMB APPROVAL
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OMB NUMBER: 3235-0145
EXPIRES: DECEMBER 31, 1997
ESTIMATED AVERAGE BURDEN
HOURS PER RESPONSE: 14.90
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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. _______)
EDUCATIONAL MEDICAL, INC.
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(Name of Issuer)
COMMON STOCK
- --------------------------------------------------------------------------------
(Title of Class of Securities)
28149010-2
--------------
(CUSIP Number)
Morris C. Brown, Esq., Greenberg, Traurig, 777 S. Flagler Dr., Suite 310-E.,
- --------------------------------------------------------------------------------
West Palm Beach, FL 33401
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Telephone: 561-650-7900
-----------------------
(Name, Address and Telephone Number of Person Authorized to Receive Notices
and Communications)
March 29, 1997
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(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 13d-1(b)(3), check the following box: [ ].
Check the following box if a fee is being paid with the statement [ ]. (A fee
is not required only if the reporting person: (1) has a previous statement on
file reporting beneficial ownership of more than five percent of the class of
securities describe din Item 1; and (2) has filed no amendment subsequent
thereto reporting beneficial ownership of five percent or less of such class.)
(See Rule 13d-7.)
Note: Six copies of this statement, including all exhibits, should be filed
with the Commission. See Rule 13d-1(a) for other parties to whom copies are to
be sent.
* The remainder of this cover page shall be filed 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 19 of the Securities Exchange Act of
1934 (the "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 1 of 4
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SCHEDULE 13D
CUSIP NO: 28139010-2 Page 2 of 4 Pages
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1 NAME OF REPORTING PERSON
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
RICHARD O. WIKERT
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2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (a) [ ]
(b) [ ]
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3 SEC USE ONLY
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4 SOURCE OF FUNDS*
OO
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5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO
ITEMS 2(d) or 2(e)
[ ]
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6 CITIZENSHIP OR PLACE OF ORGANIZATION
United States Citizen (Nebraska)
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7 SOLE VOTING POWER
NUMBER OF
SHARES 514,370
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BENEFICIALLY 8 SHARED VOTING POWER
OWNED BY
EACH -0-
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REPORTING 9 SOLE DISPOSITIVE POWER
PERSON
WITH 514,370
------------------------------------------------------------
10 SHARED DISPOSITIVE POWER
-0-
- --------------------------------------------------------------------------------
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
514,370
- --------------------------------------------------------------------------------
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES*
[ ]
- --------------------------------------------------------------------------------
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
6.96%
- --------------------------------------------------------------------------------
14 TYPE OF REPORTING PERSON*
IN
- --------------------------------------------------------------------------------
*SEE INSTRUCTION BEFORE FILING OUT!
INCLUDE BOTH SIDES OF THE COVER PAGE, RESPONSES TO ITEMS 1-7
(INCLUDING EXHIBITS) OF THE SCHEDULE, AND THE SIGNATURE ATTESTATION.
Page 2 of 4
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Schedule 13D - Richard O. Wikert
ITEM 1: SECURITY AND ISSUER:
1(a) Common Stock
1(b) Educational Medical, Inc. (the "Issuer")
1327 Northmeadow Parkway, Suite 132
Roswell, GA 30076
ITEM 2: IDENTITY AND BACKGROUND:
2(a) Richard O. Wikert
2(b) 1770 North Colson
Fremont, NE 68025
2(c) President, R&M Companies, P.O. Box 709, Fremont, NE 68025
2(d) None.
2(e) None.
2(f) United States citizen.
ITEM 3: SOURCE AND AMOUNT OF FUNDS OR OTHER CONSIDERATION
The Common Stock of the Issuer was acquired as a result of the merger
of Educational Management, Inc., a Nebraska corporation ("Management), into
Nebraska Acquisition Corp., a Delaware corporation, ("Acquisition"). Acquisition
is a wholly owned subsidiary of the Issuer and was the surviving corporation to
the merger. Reporting Person was a partner and part owner in Management.
Reporting Person's shares in Management were converted into the Issuer's Common
Stock using an exchange ratio of 1.02857 shares of the Issuer's Common Stock for
each share Reporting Person held in Management prior to the merger. Management
was not, and Acquisition is not, a publicly traded entity.
ITEM 4: PURPOSE OF TRANSACTION
As stated in Item 3, Reporting Person acquired the Issuer's Common
Stock as a result of the merger of his company, Management, into Acquisition, a
wholly owned subsidiary of the Issuer. Reporting Person does not intend to
acquire any additional securities of the Issuer at this time, nor are any sales,
transfers or extraordinary corporate transactions contemplated. No plans to
alter the present board of directors, charter, bylaws or corresponding
instruments are contemplated and no material change in the Issuer's present
capitalization or dividend policy will occur as a result of this acquisition.
This acquisition will not result in any class of the Issuer's securities to be
delisted or cease to be authorized to be quoted in any inter-dealer quotation
system. This acquisition will not result in any class of Issuer's equity
securities becoming eligible for termination of registration pursuant to Section
12(g)(4) of the Act nor is any action similar to those listed above
contemplated.
Page 3 of 4
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Schedule 13D - Richard O. Wikert
ITEM 5: INTEREST IN SECURITIES OF THE ISSUER
5(a) According to Issuer's most recent 10-Q, it had 6,627,744 shares of
Common Stock outstanding as of February 10, 1997. An additional 761,263 shares
were issued in connection with the merger described in Item 3, giving Issuer a
total of 7,389,007 shares outstanding as of March 31, 1997. Reporting Person
received 514,370 shares in the merger, giving him 6.96% of the Issuer's
outstanding Common Stock as of March 31, 1997.
5(b) Reporting Person has sole power to vote 514,370 shares. He has
sole dispositive power over 514,370 shares, 64,190 of which are subject to the
terms and conditions of that certain Escrow Agreement dated as of March 29, 1997
in connection with the merger.
5(c) Other than the acquisition which is the subject of this report, no
other transactions concerning Issuer's securities have been effected by
Reporting Person within the last 60 days.
5(d) No person other than Reporting Person is entitled to receive or
direct the receipt of dividends from the subject securities.
5(e) Not applicable.
ITEM 6: CONTRACTS, ARRANGEMENTS, UNDERSTANDING OR RELATIONSHIPS WITH RESPECT
TO SECURITIES OF THE ISSUER.
Reporting Person and Issuer have entered into an arrangement whereby
12.48% (or 64,190 shares) of the Issuer's Common Stock now held by Reporting
Person is subject to an escrow and may be returned to the Issuer upon the
payment by the Issuer of certain potential identified liabilities. Reporting
Person has agreed to retain an additional 6.24% (or 32,096 shares) of the
Issuer's Common Stock which will be returned to Issuer upon payment of other
identified potential liabilities. Should the liabilities not be found to exist,
the shares will be released from escrow and returned to Reporting Person or
released from such restrictions, as the case may be.
ITEM 7: MATERIAL TO BE FILED AS EXHIBITS
None.
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.
Date: April 10, 1997. /s/ Richard O. Wikert
-----------------------------------
Richard O. Wikert, Reporting Person
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