SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13D
Under the Securities Exchange Act of 1934
THE ZIEGLER COMPANIES, INC.
(Name of Issuer)
COMMON STOCK, PAR VALUE $1.00
(Title of Class of Securities)
5021600-10-4
(CUSIP Number)
Gerald J. Gagner
800 West State Street, Suite 103
Doylestown, Pennsylvania 18901
(215) 297-0455
(Name, Address and Telephone Number of Person
Authorized to Receive Notices and Communications)
February 7, 1996
(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 his 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
[X]. (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 (5%) of the class of securities described in Item
1; and (2) has filed no amendment subsequent thereto reporting
beneficial ownership of less than five percent (5%) of such class.
See Rule 13d-7.)
Note: Six (6) 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.
<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>
(1) Names of Reporting Persons, New West Investors, L.P.
S.S. or I.R.S. Identification
Nos. of Above Persons
(2) Check the Appropriate Box if (a) [X]
a Member of a Group (See (b) [ ]
Instructions)
(3) SEC Use Only
(4) Source of Funds (See Instruc- WC, OO
tions)
(5) Check if Disclosure of Legal
Proceedings is Required Pur-
suant to Items 2(d) or 2(e)
(6) Citizenship or Place of Organi- Pennsylvania
zation
(7) Sole Voting Power -
Number of Shares (8) Shared Voting Power 123,700
Beneficially
Owned by Each (9) Sole Dispositive -
Reporting Person Power
With:
(10) Shared Dispositive 123,700
Power
(11) Aggregate Amount Beneficially 123,700
Owned by Each Reporting Person
(12) Check if the Aggregate Amount [ ]
in Row (11) Excludes Certain
Shares (See Instructions)
(13) Percent of Class Represented 5.1%
by Amount in Row (11)
(14) Type of Reporting Person (See PN
Instructions)
<PAGE>
(1) Names of Reporting Persons, Gerald J. Gagner
S.S. or I.R.S. Identification
Nos. of Above Persons
(2) Check the Appropriate Box if (a) [X]
a Member of a Group (See (b) [ ]
Instructions)
(3) SEC Use Only
(4) Source of Funds (See Instruc- Not applicable
tions)
(5) Check if Disclosure of Legal
Proceedings is Required Pur-
suant to Items 2(d) or 2(e)
(6) Citizenship or Place of Organi- USA
zation
(7) Sole Voting Power -
Number of Shares (8) Shared Voting Power 123,700
Beneficially
Owned by Each (9) Sole Dispositive -
Reporting Person Power
With:
(10) Shared Dispositive 123,700
Power
(11) Aggregate Amount Beneficially 123,700
Owned by Each Reporting Person
(12) Check if the Aggregate Amount [ ]
in Row (11) Excludes Certain
Shares (See Instructions)
(13) Percent of Class Represented 5.1%
by Amount in Row (11)
(14) Type of Reporting Person (See IN
Instructions)
<PAGE>
This Schedule 13D is reporting matters with respect to the
group consisting of New West Investors, L.P., a Pennsylvania
limited partnership ("New West"), and Gerald J. Gagner, an
individual ("Gagner"), who is the general partner of New West.
Item 1. Security and Issuer.
This statement relates to the shares of common stock,
par value $1.00 per share (the "Common Stock") of The
Ziegler Companies, Inc., a Wisconsin corporation (the
"Issuer"), which has its principal executive offices at
215 North Main Street, West Bend, Wisconsin 53095.
Item 2. Identity and Background.
New West Investors, L.P.
(a) New West Investors, L.P. is a Pennsylvania
limited partnership.
(b) The address of New West's principal business
and its principal office is 800 West State
Street, Suite 103, Doylestown, Pennsylvania
18901.
(c) New West's principal business is investments.
(d) Since its inception in 1995, New West has not
been convicted in any criminal proceeding.
(e) Since its inception in 1995, New West has not
been a party to a civil proceeding of a
judicial or an administrative body of
competent jurisdiction as a result of which
New West is, or was, subject to a judgment,
decree or final order enjoining future
relations of, or prohibiting or mandating
activity subject to, federal or state
securities laws or finding any violation with
respect to such laws.
Gerald J. Gagner
(a) Gerald J. Gagner is an individual, and the
sole general partner of New West.
(b) The business address of Gagner is 800 West
State Street, Suite 103, Doylestown,
Pennsylvania 18901.
(c) Gagner is retired and is an investor as his
principal occupation.
<PAGE>
(d) During the past five (5) years, Gagner has not
been convicted in any criminal proceeding.
(e) During the last five (5) years, Gagner has not
been a party to a civil proceeding of a
judicial or administrative body of competent
jurisdiction, as a result of which Gagner is,
or was subject, to a judgment, decree or final
order enjoining future relations of, or
prohibiting or mandating activity 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.
The amount of funds required by New West to purchase
the 123,700 shares of the Common Stock of the Issuer
was $2,030,187. Of these funds, $1,515,393 was
provided by New West from its working capital available
for investment and $514,794 of these funds was borrowed
by New West pursuant to a margin account with Brown &
Company Securities Corporation. All of the foregoing
shares of Common Stock were acquired through open
market purchases.
Item 4. Purpose of Transaction.
The parties filing hereunder (collectively, the "New
West Group") purchased their shares of Common Stock of
the Issuer for investment purposes only. The members
of the New West Group intend to review their respective
investments in the Common Stock of the Issuer on a
continuing basis, taking into consideration, inter
alia, the Issuer's current policies with respect to
enhancing shareholder value, the Issuer's business
affairs and financial condition, the price level of the
shares of Common Stock of the Issuer, the conditions in
the securities market and general economic and industry
conditions.
Based upon the foregoing factors, a reporting person
may, from time to time, purchase additional shares of
Common Stock of the Issuer or may, from time to time,
dispose of all, or a portion of, the shares of Common
Stock that is now beneficially owned by a reporting
person or may hereafter be acquired by a reporting
person. In the future, the foregoing actions may be
taken by the members of the New West Group,
individually, and/or together and/or with others.
<PAGE>
Item 5. Interest in Securities of the Issuer.
The aggregate percentage of shares of Common Stock
reported as beneficially owned by each person herein is
based upon 2,435,869 shares of Common Stock
outstanding, as reported in the Issuer's quarterly
report on Form 10-Q for the quarter ending
September 30, 1995.
(a) The following table sets forth the aggregate
number and percentage of the class of Common Stock of
the Company identified pursuant to Item 1 beneficially
owned by each person named in Item 2:
<TABLE>
<S> <S> <S>
Person Amount Percent
______ _______ _______
<C> <C> <C>
New West Investors, L.P. 123,700(1) 5.1%
Gerald J. Gagner 123,700(1) 5.1%
____________________
</TABLE>
(1) These shares are owned of record by New West. Gagner is
the sole general partner of New West with voting and
dispositive control over the securities held in New
West's investment portfolio. As a result, Gagner may
be considered to beneficially own the shares of Common
Stock of the Issuer that are owned of record by New
West. None of the limited partners of New West has any
voting or dispositive control over such securities.
(b) The following table sets forth, for each person
and entity identified under paragraph (a), the number
of shares of Common Stock of the Issuer as to which the
person and entity has (1) the sole power to vote or
direct the voting, (2) shared power to vote or direct
the voting, (3) the sole power to dispose or to direct
the disposition, or (4) shared power to dispose or to
direct the disposition:
<TABLE>
<S> <S>
Sole Voting and Shared Voting
<S> Power of and Power of
Person or Entity Disposition Disposition
<C> <C> <C>
New West Investors, L.P. None 123,700(1)
Gerald J. Gagner None 123,700(1)
____________________
</TABLE>
(1) See footnote (1) under paragraph (a) of this Item 5.
<PAGE>
(c) During the past sixty (60) days from the date
of this Schedule 13D, the following transactions were effected
in the Common Stock by a reporting person named in response to
Paragraph (a) of this Item 5:
Transactions by New West:
<TABLE>
<S> <S> <S>
Number Price, Type
<S> <S> of Shares Excluding of
Date Security Acquired Commission Transaction
<C> <C> <C> <C> <C>
12-13-95 Common Stock 500 16.75 AMEX
12-14-95 Common Stock 500 16.75 AMEX
12-18-95 Common Stock 500 16.75 AMEX
12-19-95 Common Stock 500 16.75 AMEX
12-20-95 Common Stock 500 16.75 AMEX
12-20-95 Common Stock 100 16.625 AMEX
12-26-95 Common Stock 500 16.75 AMEX
12-27-95 Common Stock 500 16.75 AMEX
12-28-95 Common Stock 500 16.75 AMEX
12-29-95 Common Stock 500 16.75 AMEX
01-05-96 Common Stock 500 16.75 AMEX
01-09-96 Common Stock 500 16.625 AMEX
01-11-96 Common Stock 1,000 16.625 AMEX
01-12-96 Common Stock 1,000 16.625 AMEX
01-19-96 Common Stock 1,000 16.75 AMEX
01-22-96 Common Stock 500 18.75 AMEX
01-30-96 Common Stock 1,800 18.75 AMEX
01-31-96 Common Stock 400 18.75 AMEX
02-07-96 Common Stock 600 18.625 AMEX
02-07-96 Common Stock 1,000 18.875 AMEX
</TABLE>
Transactions by Gagner: None
(d) See Item 6, below.
(e) Not applicable.
Item 6. Contracts, Agreements, Underwritings or Relationships
With Respect to Securities of the Issuer.
Under the Cash and Margin Agreement with Brown & Company
Securities Corporation ("Brown"), New West has granted Brown
a general lien for the discharge of all obligations of New
West to BROWN in all Common Stock of the Issuer which BROWN
may at any time be carrying for New West or for any account in
which New West has an interest or which may at any time be in
BROWN's possession for any purpose. The terms of the Cash and
Margin Agreement provide that BROWN is authorized, in its
discretion, should BROWN for any reason whatsoever deem it
necessary for BROWN's protection, to sell any or all of the
Common Stock of the Issuer which may be in BROWN's possession
or which BROWN may be carrying for New West. The complete
terms of the agreement are set forth in the Cash and Margin
Agreement attached as Exhibit 2 to this Schedule 13D.
<PAGE>
Item 7. Materials to be Filed as Exhibits.
1. Agreement of the reporting persons as to joint filing of this
Schedule 13D.
2. Cash and Margin Agreement between New West Investors, L.P. and
Brown & Company Securities Corporation.
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 9, 1996.
/s/ Gerald J. Gagner
________________________________
Gerald J. Gagner
NEW WEST INVESTORS, L.P.
By /s/ Gerald J. Gagner
_________________________________
Gerald J. Gagner, General Partner
MBEN:\G-J\GAGNER\ZIEGLER.13D
AGREEMENT AS TO JOINT FILING OF SCHEDULE 13D
Pursuant to Rule 13d-1(f) promulgated under the Securities Exchange Act
of 1934, as amended, the undersigned hereby agrees to the joint filing with
the other reporting persons named therein of the Schedule 13D, dated
February 9, 1996, on behalf of the undersigned, and to the joint filing of
any additional amendments to the Schedule 13D with the other reporting
persons named therein.
NEW WEST INVESTORS, L.P.
/s/ Gerald J. Gagner
By: ________________________________
Gerald J. Gagner, General Partner
/s/ Gerald J. Gagner
___________________________________
GERALD J. GAGNER
MBEN:\G-J\GAGNER\13D\JT-FIL.13D
BROWN AND COMPANY CASH AND MARGIN AGREEMENT
In consideration of Brown & Company Securities Corporation ("BROWN") accepting
one or more accounts of the undersigned (whether designated by name, number or
otherwise) and BROWN's agreeing to act as broker for the undersigned in the
purchase or sale of securities, the undersigned agrees as follows:
1. All transactions are subject to the rules, regulations, customs and usages
of the exchange or markets (and the clearing agency, if any) where executed
and of any association whose rules and regulations govern transactions in
that market and your account agreement(s) with BROWN. We will furnish, upon
written request, the date and time when a transaction took place and the
name of the other party to the transaction.
2. Whenever any statute shall be enacted which shall affect in any manner or be
inconsistent with any of the provisions hereof, or whenever any rule or
regulation shall be prescribed or promulgated by The New York Stock Exchange,
The Securities and Exchange Commission and/or The Board of Governors of The
Federal Reserve System which shall affect in any manner or be inconsistent
with any of the provisions hereof, the provisions of this agreement so
affected shall be deemed modified or superseded, shall in all respects,
continue and be in full force and effect. Except as herein otherwise
expressly provided, no provision of this agreement shall in any respect be
waived, altered, modified or amended unless such waiver, alteration,
modification or amendment be committed to writing and signed by an officer
of BROWN.
3. All monies, securities or other property which BROWN may at any time be
carrying for the undersigned or for any account in which the undersigned has
an interest or which may at any time be in BROWN's possession for any
purpose, including safekeeping, shall be subject to a general lien for the
discharge of all obligations of the undersigned to BROWN, irrespective of
whether or not BROWN has made advances in connection with such securities or
other property and irrespective of the number of accounts the undersigned
may have with BROWN.
4. All securities or any other property, now or hereafter held by BROWN or
carried by BROWN for the undersigned (either individually or jointly with
others), or deposited to secure the same, may from time to time and without
notice to the undersigned, be carried in Brown's general loans and may be
pledged, repledged, hypothecated, or rehypothecated separately or in common
with other securities or any other property, for the sum due to BROWN
thereon and without retaining in BROWN's possession and control for delivery
a like amount of similar securities.
5. BROWN is hereby authorized, in its discretion, should the undersigned die or
should BROWN for any reason whatsoever deem it necessary for BROWN's
protection, to sell any or all of the securities or other property which may
be in BROWN's possession or which BROWN may be carrying for the undersigned
<PAGE>
(either individually or jointly with others) or to buy in any securities or
other property of which the account or accounts of the undersigned may be
short or cancel any outstanding orders in order to close out the account or
accounts of the undersigned in whole or in part or in order to close out any
commitment made in behalf of the undersigned. Such sale, purchase or
cancellation may be made according to BROWN's judgment and may be made, at
BROWN's discretion, on the exchange or other market whether such business
is then usually transacted or at public auction or at private sale, without
advertising the same and without notice to the undersigned or to the personal
representative of the undersigned and without prior tender, demand, or call
of any kind upon the undersigned or upon the personal representatives of the
undersigned and BROWN may purchase the whole or any part thereof free from
any right of redemption, and the undersigned shall remain liable for any
deficiency; it being understood that a prior joinder, demand or call of any
kind from BROWN, or prior notice from BROWN, of the time and place of such
sale or purchase shall not be considered a waiver of BROWN's right to sell
or buy any securities and/or property held by BROWN, or owed BROWN by the
undersigned, at any time as hereinbefore provided.
6. Notwithstanding a general policy of giving customers notice of a margin
deficiency, BROWN is not obligated to request additional margin from the
undersigned in the event an account in which the undersigned has an interest
falls below the minimum maintenance requirements. More importantly, there
may well be circumstances where BROWN will liquidate securities and/or other
property in the account without notice to the undersigned to ensure that
minimum maintenance requirements are satisfied. The undersigned will at
all times maintain margins for said accounts, as required by BROWN. At any
time and from time to time, in BROWN's discretion, BROWN may without notice
to the undersigned apply and/or transfer any or all monies, securities and/
or other property of the undersigned interchangeable between any accounts of
the undersigned.
7. The undersigned undertakes, at any time upon BROWN's demand, to discharge
obligations of the undersigned to BROWN, or, in the event of a closing of any
account of the undersigned in whole or in part, to pay BROWN the deficiency,
if any, and no oral agreement or instructions to the contrary shall be
recognized or enforceable. The reasonable costs and expenses of collection
of the debit balance and any unpaid deficiency in the accounts of the
undersigned with BROWN, including, but not limited to, attorney's fees
incurred and payable or paid by BROWN shall be payable to BROWN by the
undersigned.
8. In case of the sale of any security or other property by BROWN at the
direction of the undersigned and BROWN's inability to deliver the same to the
purchaser by reason of failure of the undersigned to supply BROWN therewith,
<PAGE>
then and in such event, the undersigned authorizes BROWN to borrow any
security or other property necessary to make delivery thereof, and the
undersigned thereby agrees to be responsible for any loss which BROWN may
sustain thereby and any premiums which BROWN may be required to pay thereon,
and for any loss which BROWN may sustain by reason of BROWN's inability to
borrow the security or other property sold.
9. It is understood and agreed that the undersigned, when placing with
BROWN any sell order for a short account, will designate it as such and
hereby authorizes BROWN to mark such order as being "short" and when placing
with BROWN any order of a long account, will designate it as such and hereby
authorizes BROWN to mark such order as being "long". Any sell order which
the undersigned shall designate as being for a long account as above provided
is for securities then owned by the undersigned and, if such securities are
not then deliverable by BROWN from any account of the undersigned, the
placing of such order shall constitute a representation by the undersigned
that it is impracticable for him then to deliver such securities to BROWN
but that he will deliver them as soon as it is possible for him to do so
without undue inconvenience or expense.
10. The undersigned is solely responsible for all securities transactions in
this account and represents that the undersigned can afford to take the risks
inherent in trading securities and is an experienced, informed investor. The
undersigned agrees that if there is any material change in the investment
objectives or financial situation of the undersigned or if the undersigned
can no longer afford to take the risks inherent in trading securities, BROWN
will be notified before any further transactions are entered into. The
undersigned is aware of the fact that BROWN tape records conversations
between the undersigned and BROWN and authorizes that tape recording. It
is understood and agreed that BROWN will act only as agent for the under-
signed, and that BROWN will not offer or provide any opinions, judgment or
information concerning the nature, value or potential suitability of any
trade or investment.
11. In deciding where to route orders, absent specific instructions from
customers, BROWN will take into consideration, among other factors, the quality
and speed of execution, as well as the credits and/or cash payments receivable
from the New York Stock Exchange and other market centers. Where specific
instructions are given, BROWN may require that a higher commission be applied to
some or all future transactions in the account.
12. Communications by mail, messenger, telegraph or otherwise, sent to the
undersigned at the address of record listed on the application, or any other
address the undersigned may give BROWN in writing, are presumed to be
delivered to and received by the undersigned whether actually received or
not. Information contained on transaction reports and account statements is
conclusive unless the undersigned objects in writing within ten (10)
calendar days after they are sent or transmitted to the undersigned.
<PAGE>
13. This agreement and its enforcement shall be governed by the laws of
Massachusetts and its provisions shall be continuous, shall cover
individually and collectively all accounts which the undersigned may open
or reopen with BROWN, and shall inure to the benefit of BROWN's present
organization and any successor organization, irrespective of any change or
changes at any time in the personnel thereof, for any cause, whatsoever and
of the assigns of BROWN's present organization or any successor organization
and shall be binding upon the undersigned and/or the estate, executors,
administrators and assigns of the undersigned.
14. The undersigned, if any individual, represents that the undersigned is of
full age, that the undersigned is not an employee of any exchange or of any
corporation of which any exchange owns a majority of the capital stock or of a
member of any exchange or of a member firm or member corporation registered on
any exchange or of a bank, trust company, insurance company or of any
corporation, firm or individual engaged in the business of dealing either as
broker or as principal, in securities, bills of exchange, acceptances or
other forms of commercial paper or that if the undersigned is so employed,
BROWN has the consent of the undersigned's employer to open the account or
accounts of the undersigned with BROWN. The undersigned further represents
that no one except the undersigned has an interest in the account or
accounts of the undersigned with BROWN.
INITIAL DISCLOSURE OF CREDIT TERMS UNDER SEC RULE 10b-16
15. The undersigned will be charged interest on any credit extended to or
maintained for the undersigned by BROWN for the purpose of purchasing,
carrying or trading in any security. The annual rate of interest which will
be charged on net debit balances will usually be no more than the highest
rate for brokers' call money published in The Wall Street Journal and The
New York Times. The rate of interest will be changed without notice in
accordance with changes in the brokers' call money rate. With the exception
of a credit balance in the short account, all other credit balances in al
cash and margin accounts are combined and interest is charged to the margin
account on any resulting debit balance, interest is computed monthly on the
debit balances during the month. If, during the month, there is a change in
interest rates, separate charges will be shown for each interest period under
the different rate, but interest will be compounded monthly. The combining
of balances, as well as the actual interest calculations are done by
computer, but interest is arrived by multiplying the net debit balance by
the effective rate of interest by the number of days divided by 360. In
the event there is a decline in the market value of the securities in the
margin account, BROWN may have to request additional collateral. Generally,
such a request for additional collateral will be made by BROWN when the
equity in the account falls below 30%. However, BROWN retains the right to
require additional margin at any time BROWN deems it necessary or advisable.
Any such call for additional collateral may be met by delivery of additional
marginable securities or cash. Any securities in any of the accounts of the
undersigned are collateral for any debit balances in the account with BROWN.
A lien is created by these debits to secure the amount of money owed BROWN.
This means that, in accordance with the terms of this agreement, securities
in the said accounts can be sold to redeem or to liquidate any debit
balances in these accounts.
<PAGE>
16. BY SIGNING THIS AGREEMENT, THE UNDERSIGNED AUTHORIZES BROWN TO LEND TO
BROWN OR TO OTHERS ANY SECURITIES NOW OR HEREAFTER CARRIED ON MARGIN BY
BROWN FOR THE ACCOUNT OF THE UNDERSIGNED BUT ONLY TO THE EXTENT THAT THERE
IS A MARGIN OBLIGATION.
17. The undersigned understands that BROWN will release the undersigned's
name, address and securities positions to requesting companies in which the
undersigned holds securities, unless the undersigned checks this box.
[ ] Check this box if the undersigned is associated with a member of The New
York Stock Exchange or the NASD, other than as a customer. If so, what is
the firm's name?
[ ] Check this box if the undersigned is a director, 10% stockholder or
policy making officer of a publicly traded company. If so, specify the
company or companies.
18. Under penalties of perjury, I certify that:
(1) The number shown on this form is my correct taxpayer identification
number (or I am waiting for a number to be issued to me), and
(2) I am not subject to backup withholding because: (a) I am exempt
from backup withholding, or (b) I have not been notified by the Internal
Revenue Service (IRS) that I am subject to backup withholding as a result of
a failure to report all interest or dividends, or (c) the IRS has notified
me that I am no longer subject to backup withholding.
Certification Instructions. You must cross out Item (2) above if you have
been notified by the IRS that you are currently subject to backup
withholding because of underreporting interest or dividends on your tax
return. For real estate transactions, item (2) does not apply. For
mortgage interest paid the acquisition or abandonment of secured property,
contributions to an individual retirement arrangement (IRA), and generally
payments other than interest and dividends, you are not required to sign
the Certification, but you must provide your correct TIN.
Social Security or Tax ID No. Applicant Signature
_____________________________ __________________________________
Date Co-Applicant Signature (if applicable)
_____________________________ ___________________________________
MBEN:\G-J\GAGNER\MARGIN.AG
