SCHEDULE 13D (Amendment No. 3)
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: March 3, 1994
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: 1,333,526
8. SHARED VOTING POWER: 0
9. SOLE DISPOSITIVE POWER: 1,352,051
10. SHARED DISPOSITIVE POWER: 0
11. AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON:
1,352,051
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): 5.01%
14. TYPE OF REPORTING PERSON: IN
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This Amendment Number 3 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. Amendment Number 2 to the Schedule was filed on January 6,
1994 to report among other things the additional exercise of the
employee stock options, and the disposition of a number of the shares.
This Amendment Number 3 to the Schedule is filed to report the
additional disposition of a number of the shares of the Common Stock by
the Reporting Person. 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. On January
7, 1994 and thereafter from time to time during the period beginning
January 21, 1994 and ending February 9, 1994, and the period beginning
February 23, 1994 through the date hereof, the Reporting Person sold in
the aggregate 506,747 shares of Common Stock in open market
transactions.
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
1,352,051 shares of Common Stock, constituting 5.01% of the shares of
Common Stock treated as outstanding under Exchange Act Rule 13d-3(d)(1)
as of December 31, 1993.
(b) The Reporting Person has sole voting and investment power with
respect to 1,333,526 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 20,076 shares of Common Stock beneficially owned by the Reporting
Person's spouse, but the Reporting Person hereby disclaims beneficial
ownership of such shares.
(c) Through brokerage transactions effected on the American Stock
Exchange, the Reporting Person sold in the aggregate 506,747 shares of
Common Stock over which he held both voting and investment control. The
sales were effected as follows:
<TABLE>
<CAPTION>
Date Number of Shares Price
<S> <C> <C>
January 7, 1994 56,747 $25.500
January 21, 1994 15,000 25.375
January 24, 1994 12,500 26.000
January 24, 1994 10,000 25.500
February 1, 1994 30,000 24.104
February 2, 1994 15,000 23.630
February 3, 1994 16,000 24.047
February 4, 1994 5,000 24.130
February 7, 1994 5,000 23.250
February 8, 1994 5,000 23.500
February 9, 1994 5,000 23.880
February 23, 1994 20,000 23.938
March 1, 1994 69,500 22.513
March 3, 1994 175,000 22.144
March 4, 1994 67,000 22.795
</TABLE>
(d) Of the 506,747 shares of Common Stock sold by the Reporting Person,
155,060 shares of the Common Stock were subject to a pledge agreement
securing certain indebtedness of the Reporting Person with certain of
the Reporting Person's creditors. In addition, 1,007,113 issued and
outstanding shares of the Common Stock beneficially owned by the
Reporting Person continue to be subject to such pledge agreement.
Pursuant to such pledge agreement, 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 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: March 7, 1994 /s/WILLIAM A. FICKLING, JR.
WILLIAM A. FICKLING, JR.
