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SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13D
Under the Securities Exchange Act of 1934
(Amendment No. )*
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PHYSICIANS' SPECIALTY CORP.
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(Name of Issuer)
Common Stock, par value $.001 per share
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(Title of Class of Securities)
718934102
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(CUSIP Number)
Herschel S. Weinstein, Esq.
Dornbush Mensch Mandelstam & Schaeffer, LLP
747 Third Avenue
New York, NY 10017
(212) 759-3300
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(Name, Address and Telephone Number of Person Authorized
to Receive Notices and Communications)
October 21, 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) or (4), check the following
box / /.
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 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).
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SCHEDULE 13D
CUSIP No. 718934102 Page 2 of 6 Pages
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(1) Names of Reporting Persons. S.S. or I.R.S. Identification Nos. of Above
Persons
Joseph A. Cohen
###-##-####
(2) Check the Appropriate Box if a Member (a) / /
of a Group* (b) /X/
(3) SEC Use Only
(4) Source of Funds*
WC, PF, OO
(5) Check if Disclosure of Legal Proceedings is Required Pursuant to
Items 2(d) or 2(e) / /
(6) Citizenship or Place of Organization
USA
Number of (7) Sole Voting Power
Shares 270,600
Beneficially
Owned by (8) Shared Voting Power
Each 124,100
Reporting
Person (9) Sole Dispositive Power
With 270,600
(10) Shared Dispositive Power
124,100
(11) Aggregate Amount Beneficially Owned by Each Reporting Person
394,700
(12) Check if the Aggregate Amount in Row (11) Excludes Certain Shares* / /
(13) Percent of Class Represented by Amount in Row (11)
6.2%
(14) Type of Reporting Person*
IN
*SEE INSTRUCTION BEFORE FILLING OUT!
INCLUDE BOTH SIDES OF THE COVER PAGE, RESPONSES TO ITEMS 1-7
(INCLUDING EXHIBITS) OF THE SCHEDULE AND THE SIGNATURE ATTESTATION
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ITEM 1. SECURITY AND ISSUER
This statement relates to the Common Stock, par value $.001 per
share (the "Common Stock") of Physicians' Specialty Corp., a
Delaware corporation (the "Company"). The principal executive
offices of the Company are located at 5555 Peachtree Dunwoody Road,
Suite 235, Atlanta, Georgia 30342.
ITEM 2. IDENTITY AND BACKGROUND
(a)-(c) The person filing this report is Mr. Joseph A. Cohen (the "Filing
Person"). The Filing Person's principal occupation is as a private
investor. The Filing Person's business address is c/o The Garnet
Group, Inc., 825 Third Avenue, 40th Floor, New York, New York 10022.
(d)-(f) The Filing Person has not been convicted in a criminal proceeding
(excluding traffic violations or similar misdemeanors) or been a
party to a civil proceeding of a judicial or administrative body of
competent jurisdiction as a result of which such individual was or
is 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 violations with
respect to such laws, in each case during the last five years. The
Filing Person is a United States citizen.
ITEM 3. SOURCE AND AMOUNT OF FUNDS OR OTHER CONSIDERATION
The securities which are the subject of this statement were acquired
for an aggregate purchase price of $3,477,839.95. The funds used to
acquire such securities represented personal funds or working
capital of persons or entities whose beneficial ownership of Common
Stock may be attributed to the Filing Person as described more fully
in Item 5.
ITEM 4. PURPOSE OF TRANSACTION
The Filing Person has acquired the Common Stock for investment
purposes. Subject to availability at prices deemed favorable, the
Filing Person, for investment purposes, may purchase additional
shares of Common Stock from time to time in the open market,
privately negotiated transactions or otherwise.
The Filing Person may dispose of the shares of Common Stock held by
him, directly or indirectly, in the open market, in privately
negotiated transactions or otherwise.
Page 3 or 6
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Except as set forth above, the Filing Person has no present plans or
proposals which would result in or related to any of the transactions
described in subparagraphs (a) through (j) of Item 4 of Schedule 13D.
ITEM 5. INTEREST IN SECURITIES OF THE ISSUER
(a)-(b) Items 7-11 and 13 of the cover page of this Schedule which relate to
the beneficial ownership of shares of Common Stock by the Filing
Person are incorporated by reference in response to this item.
As of January 13, 1998, the Filing Person beneficially owned, within
the meaning of Rule 13d-3 promulgated under the Securities Exchange
Act of 1934, 394,700 shares of Common Stock of the Company,
representing 6.2% of the Company's Common Stock. Such percentage was
determined based upon the number of shares of Common Stock
outstanding as reported on the Company's Quarterly Report on Form
10-Q for the quarter ended September 30, 1997.
The Filing Person has sole power to vote (or to direct the vote of)
and sole power to dispose of (or to direct the disposition of)
270,600 shares of Common Stock of the Company, comprised of 270,600
shares owned by the Filing Person and various entities of which the
Filing Person is the sole trustee, sole general partner, an
executive officer or other such person. In accordance with Rule
13d-3, the Filing Person may be deemed to be the beneficial owner of
the shares of Common Stock owned by such entities. Pursuant to Rule
13d-4, the Filing Person expressly disclaims that he is the
beneficial owner of certain of such shares.
The Filing Person has shared power to vote (or to direct the vote
of) and to dispose of (or direct the disposition of) an aggregate of
124,100 shares of Common Stock of the Company, comprised of 124,100
shares owned by various individuals and entities through which the
Filing Person indirectly possesses the power to vote or dispose of
such shares of Common Stock. In accordance with Rule 13d-3, the
Filing Person may be deemed to be the beneficial owner of the
124,100 shares of Common Stock owned by such persons. Pursuant to
Rule 13d-4, the Filing Person expressly disclaims that he is the
beneficial owner of certain of such shares.
(c) The following sets forth certain information concerning transactions
in the Common Stock by the Filing Person (either directly or
indirectly through individuals, corporations and other entities
through which the Filing Person possesses the power to vote or
dispose of shares of Common Stock) during the 60 days prior to the
date of this statement. Each transaction is a purchase in the open
market:
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DATE OF NO. OF PRICE PER
NAME OF PERSON EFFECTING TRANSACTION TRANSACTION SHARES SHARE
Anet Corporation Inc. 12/10/97 4,000 10.041
Anet Corporation Inc. 12/18/97 1,000 9.414
Anet Corporation Inc. 12/31/97 1,100 10.415
Anet Corporation Inc. 12/31/97 1,700 9.917
Annette Cohen 12/05/97 5,000 10.416
Annette Cohen 12/24/97 500 9.165
Annette Cohen 12/24/97 1,000 9.044
Abie D. Cohen 12/08/97 400 10.550
Abie D. Cohen 12/08/97 1,000 10.540
Abie D. Cohen 12/09/97 900 10.540
Abie D. Cohen 12/09/97 1,000 10.544
Abie D. Cohen 12/09/97 1,700 10.540
Abie D. Cohen 12/09/97 5,000 10.415
Eileen Dahan/Mann 12/15/97 700 9.373
Joan Jemal 12/05/97 500 10.078
Jack Mann IRA 12/15/97 400 9.411
Ramco Enterprises 11/11/97 5,000 11.050
Ramco Enterprises 12/15/97 10,000 9.280
Ramco Enterprises 12/31/97 100 10.300
David Shalom 12/15/97 3,000 9.281
Joseph & Joyce Shalom 12/05/97 1,000 10.136
Joseph & Joyce Shalom 12/05/97 4,000 10.137
Trefoil Garnet Capital Partners, L.P. 11/14/97 5,000 9.128
Trefoil Garnet Capital Partners, L.P. 11/21/97 2,000 10.578
Trefoil Garnet Capital Partners, L.P. 12/10/97 13,200 10.001
Trefoil Garnet Capital Partners, L.P. 12/16/97 3,500 9.092
Trefoil Garnet Capital Partners, L.P. 12/24/97 300 9.745
Trefoil Garnet Capital Partners, L.P. 12/31/97 3,000 9.825
(d)-(e) Not applicable.
ITEM 6. CONTRACTS, ARRANGEMENTS, UNDERSTANDINGS OR RELATIONSHIPS WITH RESPECT
TO SECURITIES OF THE ISSUER.
The Filing Person is not a party to any contract, arrangement,
understanding or relationship with respect to securities of the
Company.
ITEM 7. MATERIAL TO BE FILED AS EXHIBITS
Not applicable.
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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: January 13, 1998
/s/ Joseph A. Cohen
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