SCHEDULE 13D (Amendment No. 2)
Name of Issuer: Charter Medical Corporation
Title of Class of Securities: Common Stock, $.25 par value
CUSIP Number: 16124110
Name, Address and Telephone Number of Personal Authorized to Receive
Notices and Communications:
William A. Fickling, Jr.
577 Mulberry Street
Suite 1075
Macon, Georgia 31201
(912) 742-6601
Ronald O. Mueller, Esq.
Gibson, Dunn & Crutcher
1050 Connecticut Avenue, N.W.
Suite 900
Washington, D.C. 20036
(202) 955-8671
Date of Event which Requires Filing of this Statement: December 29,
1993
Check the following box if a fee is paid with the statement: Not
Applicable
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1. NAME OF REPORTING PERSON: William A. Fickling, Jr.
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON: ###-##-####
2. CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP: Not Applicable
3. SEC USE ONLY
4. SOURCE OF FUNDS: Not Applicable
5. CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT
TO ITEMS 2(d) OR 2(e): Not Applicable
6. CITIZENSHIP OR PLACE OF ORGANIZATION: United States
7. SOLE VOTING POWER: 1,840,273
8. SHARED VOTING POWER: 0
9. SOLE DISPOSITIVE POWER: 1,858,798
10. SHARED DISPOSITIVE POWER: 0
11. AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON:
1,858,798
12. CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN
SHARES: Not Applicable
13. PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11): 6.90%
14. TYPE OF REPORTING PERSON: IN
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This Amendment Number 2 is filed by William A. Fickling, Jr. (the
"Reporting Person") with respect to the Schedule 13D filed on August 13,
1993 (the "Schedule") by the Reporting Person relating to the shares of
the common stock, $0.25 par value (the "Common Stock"), of Charter
Medical Corporation, a Delaware corporation (the "Company"). The
Schedule was filed to report among other things that the Reporting
Person was deemed to have acquired beneficial ownership of a number of
shares of the Common Stock when employee stock options under the
Company's 1992 Stock Option Plan became exercisable. Amendment Number 1
to the Schedule was filed on December 6, 1993 to report among other
things the partial exercise of the employee stock options, and the
disposition of a number of the shares received from such option
exercise. This Amendment Number 2 to the Schedule is filed to report
the additional exercise of the employee stock options, and the
disposition of a number of the shares. The Schedule is hereby amended
with respect to the Reporting Person as follows:
ITEM 4. PURPOSE OF TRANSACTION
On December 3, 1993, the Reporting Person exercised employee stock
options granted under the Company's 1992 Stock Option Plan convertible
into 326,000 shares of the Common Stock at the exercise price of $0.25
per share. The Company withheld 87,221 shares of the Common Stock
issuable upon such option exercise at an effective price of $24.50 per
share as payment of the total exercise price of the acquired Common
Stock, and in satisfaction of substantially the full amount of State and
Federal income taxes required to be withheld as a result of such option
exercise. This transaction resulted in the actual issuance to the
Reporting Person of 238,779 shares of Common Stock. During the month of
December 1993, the Reporting Person sold the 238,779 shares in open
market transactions.
On December 29, 1993, the Reporting Person exercised additional employee
stock options granted under the Company's 1992 Stock Option Plan
convertible into 1,894,336 shares of the Common Stock at the exercise
price of $0.25 per share. The Company withheld 487,589 shares of the
Common Stock issuable upon such option exercise at an effective price of
$24.9375 per share in satisfaction of substantially the full amount of
State and Federal income taxes required to be withheld as a result of
such option exercise. This transaction resulted in the actual issuance
to the Reporting Person of 1,406,747 shares of Common Stock.
The Reporting Person intends to evaluate the extent of his holdings of
Common Stock from time to time as may be appropriate in light of the
Company's business affairs and financial position, conditions in the
securities markets, and the Reporting Person's personal financial
position, and as a result of such reviews may from time to time dispose
of beneficial ownership of shares of Common Stock in open market or
negotiated transactions.
The Reporting Person resigned from service on the Company's Board of
Directors effective as of December 1, 1993.
Except as set forth in this Item 4, the Reporting Person has no present
plans or proposals that relate to or that would result in any of the
actions specified in clauses (a) through (j) of Item 4 of Exchange Act
Schedule 13D.
ITEM 5. INTEREST IN SECURITIES OF THE ISSUER
(a) Following the transactions reported in Item 4 and in paragraph (c)
of this Item 5, the Reporting Person is the beneficial owner of
1,858,798 shares of Common Stock, constituting 6.90% of the shares of
Common Stock treated as outstanding under Exchange Act Rule 13d-3(d)(1)
as of December 2, 1993. The number of shares of Common Stock
beneficially owned by the Reporting Person includes 53 shares held under
a qualified employee benefit plan, which shares were inadvertently
excluded from earlier reports filed on behalf of the Reporting Person.
(b) The Reporting Person has sole voting and investment power with
respect to 1,840,273 shares of Common Stock. Other than as reported in
the foregoing sentence, the Reporting Person disclaims beneficial
ownership of 56,934 of such shares, which are held in trusts. The
Reporting Person has sole investment power with respect to 18,525 shares
of Common Stock which he has the right to acquire within sixty days, but
has no voting power with respect to such shares until the right to
acquire such shares is exercised.
The Reporting Person may be deemed to have or share beneficial ownership
over 25,076 shares of Common Stock beneficially owned by the Reporting
Person's spouse, but the Reporting Person hereby disclaims beneficial
ownership of such shares.
(c) On November 5, 1993, the Reporting Person's spouse sold 5,000
shares of Common Stock over which she held both voting and investment
control. The sale was effected at a price of $25.00 per share through a
brokerage transaction effected on the American Stock Exchange.
On December 3, 1993, the Reporting Person ceased to be the beneficial
owner of 87,221 shares of Common Stock over which he held both voting
and investment control. As discussed under Item 4 above, the
transaction was effected with the Company at an effective price of
$24.50 per share in connection with the exercise of employee stock
options.
Through brokerage transactions effected on the American Stock Exchange
during the period of time beginning on December 6, 1993 and concluding
on December 20, 1993, the Reporting Person sold 238,779 shares of Common
Stock over which he held both voting and investment control. The sales
were effected at market prices ranging from $23.25 to $24.631 for total
proceeds of $5,674,193.40.
On December 29, 1993, the Reporting Person ceased to be the beneficial
owner of 487,589 shares of Common Stock over which he held both voting
and investment control. As discussed under Item 4 above, the
transaction was effected with the Company at an effective price of
$24.9375 per share in connection with the exercise of employee stock
options.
(d) Of the 1,406,747 shares of issued and outstanding Common Stock
received by the Reporting Person upon exercise of the employee stock
option, 1,055,060 shares of the Common Stock are subject to a pledge
agreement securing certain indebtedness of the Reporting Person with
certain of the Reporting Person's creditors. Pursuant to such
arrangement, Trust Company Bank of Middle Georgia, N.A., as agent for
such creditors, will distribute any dividends on and the net proceeds
from any sale of such shares, after the payment of certain taxes, to
each such creditor pro-rata on the basis of the amount of the Reporting
Person's then outstanding indebtedness to such creditor relevant to that
of all such creditors. An additional 107,113 issued
and outstanding shares of Common Stock beneficially owned by the
Reporting Person and 13,894 shares of Common Stock beneficially owned by
the Reporting Person that are issuable upon the exercise of certain
options are also subject to the arrangement with Trust Company Bank of
Middle Georgia, N.A.
In addition, 268,389 shares of issued and outstanding Common Stock
beneficially owned by the Reporting Person are subject to another pledge
agreement securing certain indebtedness of the Reporting Person, under
which the pledgee has the right to receive any dividends on and the net
proceeds from any sale of such shares.
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SIGNATURE
After reasonable inquiry and to the best knowledge and belief of the
undersigned, the undersigned certifies that the information set forth in
this Statement is true, complete and correct.
Dated: January 6, 1994 /s/WILLIAM A. FICKLING, JR.
WILLIAM A. FICKLING, JR.
