UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13D
Under the Securities Exchange Act of 1934
(Amendment No. 2)*
MEDICAL RESOURCE COMPANIES OF AMERICA
(Name of Issuer)
Common Stock, par value $0.01 per share
(Title of Class of Securities)
58461 P-20-3
(CUSIP Number)
William Michael Gilley, 4265 Kellway Circle, Addison, Texas 75244
(Name, Address and Telephone Number of Person Authorized to
Receive Notices and Communications)
November 3, 1995
(Date of Event which Requires Filing of this Settlement
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 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
described in 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 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).
CUSIP No. 58461 P-20-3 Page 2 of 4 Pages
1 NAME OF REPORTING PERSON
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
William Michael Gilley (SS# ###-##-####)
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP*
(a)
(b) X
3 SEC USE ONLY
4 SOURCE OF FUNDS*
PF
5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED
PURSUANT TO ITEMS
2(d) OR 2(e)
6 CITIZENSHIP OR PLACE OF ORGANIZATION
U.S.A.
Number of
Shares
Beneficially
Owned by
Each
Reporting
Person
With
7 SOLE VOTING POWER
127,000
8 SHARED VOTING POWER
257,000
9 SOLE DISPOSITIVE POWER
127,000
10 SHARED DISPOSITIVE POWER
257,000
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
257,000
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES
CERTAIN SHARES*
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
7.3%
14 TYPE OF REPORTING PERSON*
IN
Item 1. Security and Issuer.
This statement relates to common stock, par value $0.01 per
share of Medical Resource Companies of America, a Nevada
corporation (the "Issuer"), with principal executive offices at
4265 Kellway Circle, Addison, Texas 75244.
Item 2. Identity and Background.
This statement is filed with respect to the ownership of
257,000 shares of the Issuer's common stock, of which 127,000
shares are held of record by the undersigned, 130,000 shares are
held of record by the undersigned as a co-trustee of five
irrevocable trusts, and 5,000 are held of record by Bartram
Investment Properties, Inc., whose sole shareholder is the
undersigned. Such share amounts have been adjusted for a one for
five reverse stock split that was effected in December 1995. The
following information is provided regarding the owner:
(a) Name: William Michael Gilley
(b) Business Address: 4265 Kellway Circle
Addison, Texas 75244
(c) Principal Business: Executive Vice President of the
Issuer
(d) Registrant has not, during the past five years, been
convicted in any criminal proceeding (excluding traffic
violations and similar misdemeanors).
(e) Registrant has not, during the past five years, been a
party to a civil proceeding of a judicial or
administrative body of competent jurisdiction or been
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.
On November 3, 1995, Mr. Gilley purchased 12,000 shares of
unregistered common stock from Dennis McGuire, an employee of the
Issuer, in exchange for $35,000 and the assumption of $30,000
debt from Mr. McGuire to the Issuer. On November 5, 1995, Mr.
Gilley purchased 364 shares in the open market for $3,670.
Item 4. Purpose of Transaction.
Registrant now owns 127,000 shares of the Issuer for
personnel investment and seeks to hold such securities for a
sufficient period of time in order to realize a significant
enhancement in their value. Registrant is the record holder as
co-trustee of 130,000 additional shares held in trust for the
benefit of Registrant's sisters, nephew, niece and son. Pursuant
to instructions in the trust agreement, Registrant will seek to
dispose of certain of such shares from time to time beginning in
1997 in order to diversify the assets of the trusts. Registrant
participates actively in management of the Issuer through his
position as an officer and director of the Issuer. Registrant
has no present plan or proposal which would relate to or result
in: (a) the acquisition of additional securities of the Issuer;
(b) any extraordinary corporate transaction involving the Issuer;
(c) a sale or transfer of a material amount of assets of the
Issuer or its subsidiaries; (d) any further change in the Board
of Directors of the Issuer; (e) any material change in the
Issuer's capitalization or dividend policy; (f) any other
material change in the Issuer's business or corporate structure;
(g) any change in the Issuer's Articles of Incorporation or
Bylaws which may impede the acquisition of control of the Issuer;
(h) cause any securities of the Issuer to be delisted from the
American Stock Exchange; or (i) any class of equity securities of
the Issuer becoming eligible for termination of registration
pursuant to Section 12(g)(4) of the Securities Act of 1933.
Item 5. Interests in Securities of the Issue.
(a) William Michael Gilley,
Individually 122,000 shares (3.5%)
William Michael Gilley,
as trustee 130,000 shares (3.7%)
Bartram Investment
Properties, Inc.
5,000 shares (0.1%)
257,000 7.3%
(b) William Michael Gilley, Individually -
sole power to vote and dispose
William Michael Gilley, Trustee -
shared power to vote and dispose
Bartram Investment Properties, Inc. -
sole power to vote and dispose
(c) 130,000 shares acquired as trustee of five trusts
effective July 22, 1993.
(d) Not applicable.
(e) Not applicable.
Item 6. Contracts, Arrangements, Understandings or Relationships
with Respect to Securities of the Issuer.
Mr. Gilley has demand registration rights with respect to
36,000 shares. Such shares are subject to an effective Form S-3
registration statement. Pursuant to such registration statement,
Mr. Gilley has signed an agreement pertaining to notice of and
aggregation of his sales in certain cases with those of other
family members in order to prevent violation of SEC Rule 10b-6.
Item 7. Material to be Filed as Exhibits.
None
Signature
After reasonable inquiry and to the best of my information
and belief, I certify that the information set forth in this
statement is true, complete, and correct.
Date: January ___, 1996
By: W. Michael Gilley
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