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)
May 17, 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
[ ]. (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.
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- 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 156,500
Beneficially
Owned by Each (9) Sole Dispositive -
Reporting Person Power
With:
(10) Shared Dispositive 156,500
Power
(11) Aggregate Amount Beneficially 156,500
Owned by Each Reporting Person
(12) Check if the Aggregate Amount [ ]
in Row (11) Excludes Certain
Shares (See Instructions)
(13) Percent of Class Represented 6.4%
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- PF
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 156,500
Beneficially
Owned by Each (9) Sole Dispositive -
Reporting Person Power
With:
(10) Shared Dispositive 156,500
Power
(11) Aggregate Amount Beneficially 156,500
Owned by Each Reporting Person
(12) Check if the Aggregate Amount [ ]
in Row (11) Excludes Certain
Shares (See Instructions)
(13) Percent of Class Represented 6.4%
by Amount in Row (11)
(14) Type of Reporting Person (See IN
Instructions)
<PAGE>
This statement constitutes Amendment No. 1 to the Schedule 13D
dated February 7, 1996, as amended (the "Schedule 13D"), relating to
the common stock, par value $1.00 per share (the "Common Stock") of
The Ziegler Companies, Inc., a Wisconsin corporation (the "Issuer").
All terms not otherwise defined herein shall have the meanings
ascribed in the Schedule 13D.
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.
This Amendment No. 1 to the Schedule 13D is being filed as a
result of a change in the facts contained in the Schedule 13D, which
change is due to the acquisition by New West of an additional 32,800
shares of the Issuer's Common Stock, representing approximately 1.34%
of the outstanding Common Stock of the Issuer.
Item 1. Security and Issuer.
Item 1 of this Schedule 13D is unchanged.
Item 2. Identity and Background.
Item 2 of this Schedule 13D is unchanged.
Item 3. Source and Amount of Funds or Other Consideration.
The amount of funds required by New West to purchase the 32,800
shares of the Common Stock of the Issuer was $629,387.50, which
funds were borrowed by New West from its general partner,
Gagner, pursuant to the terms of a demand note. All of the
foregoing shares of Common Stock were acquired through open
market purchases.
Item 4. Purpose of Transaction.
Item 1 of this Schedule 13D is unchanged.
<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
2,431,782 shares of Common Stock outstanding, as reported in
the Issuer's quarterly report on Form 10-Q for the year ending
March 31, 1996.
<TABLE>
<CAPTION>
(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:
Person Amount Percent
______ _______ _______
<S> <C> <C>
New West Investors, L.P. 156,500(1) 6.4%
Gerald J. Gagner 156,500(1) 6.4%
____________________
<FN>
(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.
</FN>
</TABLE>
<TABLE>
<CAPTION>
(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:
Sole Voting and Shared Voting
Power of and Power of
Person or Entity Disposition Disposition
________________________ ________________ ______________
<S> <C> <C>
New West Investors, L.P. None 156,500(1)
Gerald J. Gagner None 156,500(1)
____________________
<FN>
(1) See footnote (1) under paragraph (a) of this Item 5.
</FN>
</TABLE>
<PAGE>
<TABLE>
<CAPTION>
(c) During the past sixty (60) days from the date of this
Schedule 13D and prior to the filing 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:
Number Price, Type
of Shares Excluding of
Date Security Acquired Commission Transaction
_______ ____________ _________ ___________ ___________
<S> <C> <C> <C> <C>
3-19-96 Common Stock 2,200 19.50 AMEX
3-28-96 Common Stock 500 19.75 AMEX
4-01-96 Common Stock 500 19.375 AMEX
4-04-96 Common Stock 200 19.375 AMEX
4-11-96 Common Stock 500 19.375 AMEX
4-10-96 Common Stock 300 19.25 AMEX
4-12-96 Common Stock 500 19.50 AMEX
4-12-96 Common Stock 500 19.625 AMEX
4-17-96 Common Stock 1,000 19.625 AMEX
4-16-96 Common Stock 2,400 19 AMEX
4-24-96 Common Stock 500 19.625 AMEX
4-25-96 Common Stock 2,000 19.50 AMEX
4-29-96 Common Stock 2,000 19.25 AMEX
5-08-96 Common Stock 1,400 19 AMEX
5-13-96 Common Stock 1,000 19 AMEX
5-16-96 Common Stock 800 19 AMEX
5-17-96 Common Stock 1,000 19 AMEX
5-22-96 Common Stock 2,700 19 AMEX
5-23-96 Common Stock 1,600 18.875 AMEX
5-24-96 Common Stock 2,200 18.875 AMEX
5-24-96 Common Stock 1,300 18.75 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.
Item 6 of this Schedule 13D is unchanged, except as set forth
in Item 3 of this Amendment.
<PAGE>
Item 7. Materials to be Filed as Exhibits.
1. Agreement of the reporting persons as to joint filing of this
Schedule 13D is filed as Exhibit 1 to the Schedule 13D, dated
February 7, 1996, and is incorporated herein by reference.
2. Cash and Margin Agreement between New West Investors, L.P. and
Brown & Company Securities Corporation is filed as Exhibit 2 to
the Schedule 13D, dated February 7, 1996, and is incorporated
herein by reference.
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: May 28, 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\ZIEGLER3.13D
