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SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13D
Under the Securities Exchange Act of 1934
(Amendment No. 4)
U.S. MEDICAL PRODUCTS, INC.
(Name of Issuer)
Common Stock, $0.01 Par Value
(Title of Class of Securities)
90336P100
(CUSIP Number)
David A. Persing
767 Third Avenue
New York, NY 10017
(212) 888-5500
(Name, Address and Telephone Number of Person Authorized to
Receive Notices & Communications)
July 9, 1996
(Date of Event which Requires Filing of this Statement)
If the filing person has previously filed a statement on Sched-
ule 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.)
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SCHEDULE 13D
CUSIP No. 90336P100
1. NAME OF REPORTING PERSON Pengo Industries
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
___________
2. CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (a) [ ]
(b) [X]
3. SEC USE ONLY
4. SOURCE OF FUNDS N.A.
5. CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS
REQUIRED PURSUANT TO ITEMS 2(d) OR 2(e) [ ]
6. CITIZENSHIP OR PLACE OF ORGANIZATION Texas
__________________
| 7. SOLE VOTING POWER - 0 -
NUMBER OF |
SHARES |
BENEFICIALLY | 8. SHARED VOTING POWER
OWNED BY |
EACH |
REPORTING | 9. SOLE DISPOSITIVE POWER - 0 -
PERSON |
WITH |
__________________| 10. SHARED DISPOSITIVE POWER
11. AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH
REPORTING PERSON - 0 -
12. CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11)
EXCLUDES CERTAIN SHARES* (See Instructions) [ ]
13. PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 0%
14. TYPE OF REPORTING PERSON CO.
*SEE INSTRUCTIONS BEFORE FILLING OUT!
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SCHEDULE 13D
CUSIP No. 90336P100
1. NAME OF REPORTING PERSON Smith Management Company, Inc.
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
___________
2. CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (a) [ ]
(b) [ ]
3. SEC USE ONLY
4. SOURCE OF FUNDS N.A.
5. CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS
REQUIRED PURSUANT TO ITEMS 2(d) OR 2(e) [ ]
6. CITIZENSHIP OR PLACE OF ORGANIZATION New York
__________________
| 7. SOLE VOTING POWER - 0 -
NUMBER OF |
SHARES |
BENEFICIALLY | 8. SHARED VOTING POWER
OWNED BY |
EACH |
REPORTING | 9. SOLE DISPOSITIVE POWER - 0 -
PERSON |
WITH |
__________________| 10. SHARED DISPOSITIVE POWER
11. AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH
REPORTING PERSON - 0 -
12. CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11)
EXCLUDES CERTAIN SHARES* (See Instructions) [ ]
13. PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 0%
14. TYPE OF REPORTING PERSON CO.
*SEE INSTRUCTIONS BEFORE FILLING OUT!
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SCHEDULE 13D
CUSIP No. 90336P100
1. NAME OF REPORTING PERSON Durian Securities, Inc.
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
___________
2. CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (a) [ ]
(b) [ ]
3. SEC USE ONLY
4. SOURCE OF FUNDS WC
5. CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS
REQUIRED PURSUANT TO ITEMS 2(d) OR 2(e) [ ]
6. CITIZENSHIP OR PLACE OF ORGANIZATION New York
__________________
| 7. SOLE VOTING POWER 30,268,808
NUMBER OF |
SHARES |
BENEFICIALLY | 8. SHARED VOTING POWER
OWNED BY |
EACH |
REPORTING | 9. SOLE DISPOSITIVE POWER 30,268,808
PERSON |
WITH |
__________________| 10. SHARED DISPOSITIVE POWER
11. AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH
REPORTING PERSON 30,268,808
12. CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11)
EXCLUDES CERTAIN SHARES* (See Instructions) [ ]
13. PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 90.4%
14. TYPE OF REPORTING PERSON CO.
*SEE INSTRUCTIONS BEFORE FILLING OUT!
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Item 1. Security and Issuer.
This Schedule 13D relates to shares of common Stock, no
par value (the "Common Stock") of U.S. Medical Products, Inc.
(the "Issuer"). The principal executive offices of the Issuer
are located at 12201 Technology Boulevard, Suite 100, Austin,
Texas 78727.
Item 2. Identify and Background
This Statement is filed by the following reporting
persons:
A. Smith Management Company, Inc. ("Smith Management or
the Investor"). Smith Management is a New York corporation
having its principal business offices at 885 Third Avenue, New
York, New York 10022. Smith Management's principal business is
making investments.
B. Pengo Industries, Inc. ("Pengo Industries"). Pengo
Industries is a Texas corporation having its principal business
offices at 710 Zwissig Way, Union City, California 94587. Pengo
Industries' principal business is serving as a holding company.
C. Durian Securities, Inc. ("Durian"). Durian is a New
York corporation having its principal business offices at 885
Third Avenue, New York, New York 10022. Durian's principal
business is making investments.
The following persons are not reporting persons but are
identified as they are executive officers or directors of a
reporting person:
A. John W. Adams. Mr. Adams has his business address at
885 Third Avenue, New York, New York 10022. His principal
employment is as the President of Smith Management.
B. Jeffrey A. Smith. Mr. Smith's business address is 885
Third Avenue, New York, New York 10022. Mr. Smith's principal
employment is as Executive Vice President of Smith Management.
C. Caleb S. Smith. Mr. Smith's principal business address
is 885 Third Avenue, New York, New York 10022.
None of the individuals or entities identified above, during
the last five years, have been convicted in a criminal proceeding
(excluding traffic violations or similar misdemeanors) or was a
party to a civil proceeding of a judicial or administrative body
of competent jurisdiction and as a result of such proceeding was
or is 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. All natural persons are
United States citizens.
Item 3. Source and Amount of Funds or Other Consideration.
The original Report on Schedule 13D provided:
The source of the funds which have been provided by the
Investor to the Issuer is the Investor's working capital. The
aggregate funds provided by the Investor to the Issuer through
the date hereof is $340,000.00.
The First Amendment to Schedule 13D aupplemented this Item as
follows:
Since February 17, 1995, the date of the Investor's most
recent filing on Schedule 13D with respect to the Issuer, the
Investor has loaned additional funds to the Issuer and purchased
shares of the Issuer's Common Stock for cash, bringing the total
amount of funds provided by the Investor to the Issuer through
the date hereof to $2,199,000.00, all of which has been drawn
from the Investor's working capital.
The Third Amendment to Schedule 13D supplemented this Item as
follows:
On February 22, 1996 Durian acquired from Smith Management
(i) 3,690,066 shares of Common Stock for consideration of
$1,291,523.10 (or $0.35 per share), (ii) 6,778,902 Class A
Warrants for consideration of $1.00, and (iii) a Convertible Note
convertible into 9,307,994 shares of Common Stock (the
"Convertible Note") for consideration of $3,268,585.90. The
source of the funds paid by Durian to Smith Management is
Durian's working capital.
Item 4. Purpose of Transaction.
The original statement on Schedule 13D provided:
The transaction will occur in two stages. Pursuant to the
first stage, the Investor will advance the sum of $750,000.00 to
the Issuer against receipt of the Issuer's promissory note (the
"Initial Note") in the amount of $750,000.00. The Initial Note
shall (a) bear interest at 10% per annum until maturity, (b)
mature on April 10, 1995, (c) be convertible at any time in whole
or part into Common Stock and Class A common stock purchase
warrants (the "Warrants") on the basis of 2.704 shares of Common
Stock and 5.897 Warrants (subject to anti-dilution adjustments)
for each $1.00 of unpaid principal on the Initial Note and (d) be
secured by a first lien on all of the assets and properties of
the Issuer.
Pursuant to the second stage of the transaction, which will
occur within five business days following approval by the
Issuer's shareholders of an amendment to the Issuer's certificate
of incorporation increasing its authorized Common Stock, the
Investor will, subject to the satisfaction of the conditions
contained in the Funding Agreement dated February 9, 1995 between
the Issuer and the Investor (the "Funding Agreement"), (i)
purchase 1,083,172 shares of Common Stock and 1,474,152 Warrants
for cash consideration totaling $250,000.00, and (ii) refinance
the Initial Note and advance the Issuer the additional sum of
$2,000,000 under a new promissory note of the Issuer (the
"Permanent Note") in the aggregate amount of $2,750,000.00, plus
the amount of accrued interest under the Initial Note, which
shall (a) bear interest at 10% per annum until maturity, (b)
mature two years after issuance, (c) be convertible at any time
in whole or part into Common Stock and Warrants on the basis of
4.332 shares of Common Stock and 5.897 Warrants (subject to
anti-dilution adjustments) for each $1.00 of unpaid principal of
the
Permanent Note and (d) be secured by a first lien on all of the
assets and properties of the Issuer. If the Permanent Note is
converted and all of the Issuer's options and warrants are
exercised the Investor will own approximately eighty percent
(80%) of the equity of the Issuer.
Pursuant to the Funding Agreement the Issuer will cause
three representatives designated by the Issuer to be appointed to
the Issuer's Board of Directors at or prior to the closing of the
second stage of the transaction. Pending the closing of the
second stage of the transaction the Investor shall have the right
to have a representative of the Investor attend any meetings of
the Issuer's Board of Directors.
The Investor intends to review its investment in the Issuer
on a continuing basis and will take such actions as it deems
appropriate to preserve and enhance the value of its investment.
Depending upon the Investor's evaluation of a variety of factors
and future developments (including, without limitation, the
Issuer's business and prospects, market prices of the Common
Stock, availability and alternative uses of funds, as well as
general and economic conditions), the Investor reserves the right
to convert or not to convert the Initial Note and/or the
Permanent Note into Common Stock and Warrants, to acquire
additional shares of Common Stock or Warrants, to dispose of the
Initial Note or the Permanent Note or to formulate other
purposes, plans or proposals regarding the Issuer to the extent
deemed advisable by the Investor. Except as set forth in this
Item 4, the Investor has no present plans or proposals which
relate to or would result in any matter of the type described in
clauses (a) through (j) of Item 4 of Schedule 13D.
The Second Amendment to Schedule 13D supplemented this Item as
follows:
The Investor has made a proposal ("the "Proposal") to the
Company's Board of Directors pursuant to a letter dated November
15, 1995 (the "Proposal Letter"). The Proposal Letter provides
that the Investor and a newly-formed Texas corporation to be
wholly-owned by the Investor ("Merger Sub") would enter into a
merger agreement with the Company pursuant to which Merger Sub
would merge into the Company. As a result of the merger, the
Investor would acquire complete ownership of the Company, the
Company's common stock would cease to be publicly traded and its
former shareholders (other than the Investor) would have no
further interest in, or rights as shareholders of, the Company.
Each share of the Company's issued and outstanding common stock,
excluding shares held by the Investor or by shareholders of the
Company who properly exercise their dissenters rights under
Article 5.12 of the Texas Business Corporation Act, would be
converted into the right to receive $0.35 in cash (the "Merger
Price"). In addition, each stock option and warrant outstanding
on the effective date of the merger would be canceled, and each
option or warrant with an exercise price per share less than the
Merger Price would be entitled to receive an amount equal to the
difference between the Merger Price and the exercise price for
such securities. The Proposal Letter further provides that the
merger would be subject to a number of conditions and that the
Proposal shall not constitute a legally binding agreement until
the execution of a definitive merger agreement.
The Third Amendment on Schedule 13D supplemented this Item as
follows:
In order to effectuate the Proposal, the Issuer, Smith
Management and Smith Acquisition Corp. entered into an Agreement
and Plan of Merger dated December 13, 1995 (the "Merger
Agreement"). On February 28, 1996 the Merger Agreement was
terminated. Attached hereto in response to Item 7 are the
Termination Agreement dated February 28, 1996 and the Press
Release issued February 29, 1996.
On February 29, 1995 Durian converted the Convertible Note.
As a result of the conversion, Durian acquired 9,307,994 shares
of Common Stock and 10,492,046 Class A Warrants. After giving
effect to the conversion, Durian owns 80% of the outstanding
Common Stock.
Durian intends to review its investment in the Issuer on a
continuing basis and will take such actions as it deems
appropriate to preserve and enhance the value of its investment.
Depending upon Durian's evaluation of a variety of factors and
future developments (including, without limitation, the Issuer's
business and prospects, market prices of the Common Stock,
availability and alternative uses of funds, as well as general
and economic conditions), Durian reserves the right to acquire
additional shares of Common Stock or Class A Warrants, to dispose
of shares of Common Stock or Class A Warrants or to formulate
other purposes, plans or proposals regarding the Issuer to the
extent deemed advisable by Durian. Except as set forth in this
Item 4, Durian has no present plans or proposals which relate to
or would result in any matter of the type described in clauses
(a) through (j) of Item 4 of Schedule 13D.
The Fourth Amendment on Schedule 13D supplements this Item as
follows:
Durian has entered into negotiations with third parties to
sell the entirety of its equity and debt interests in the Issuer.
There are no assurances that any such sale will be consummated.
Item 5. Interest in Securities of the Issuer.
(a) Neither Smith Management nor Pengo Industries owns any
shares of Common Stock or Class A Warrants. Durian owns
12,997,860 shares of Common Stock, constituting 80% of the
outstanding Common Stock, and 17,270,948 Class A Warrants. If
Durian exercised the Class A Warrants it would acquire an
additional 17,270,948 shares of Common Stock and would own an
aggregate of 30,268,860 shares of Common Stock, constituting
90.4% of the outstanding Common Stock.
(b) There have been no transactions by any of the reporting
persons in the issuer's common stock during the last sixty days.
(c) Not applicable.
(d) Not applicable.
Item 6. Contracts, Arrangements, Understandings or
Relationships with Respect to Securities of the Issuer.
There are no contracts, arrangements, understandings, or
relationships (legal or otherwise) with respect to any securities
of the Issuer other than the Funding Agreement. The Funding
Agreement is described in Item 4 above and is furnished as an
Exhibit pursuant to Item 7 below.
Item 7. Material to be Filed as Exhibits.
Funding Agreement (Filed as an Exhibit - the
original Report on Schedule
13D)
Proposal Letter (Filed as an Exhibit to the
Second Amendment to Schedule
13D)
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Termination Agreement (Filed as an Exhibit to the
Third Amendment to Schedule
13D)
Press Release (Filed as an Exhibit to the
Third Amendment to Schedule
13D)
SIGNATURE
After reasonable inquiry and to the best of my knowledge and
belief, the undersigned certify that the information set forth in
this statement is true, correct and complete.
PENGO INDUSTRIES, INC.
Dated: July 9, 1996 By: DAVID A. PERSING
________________________________
Name: David A. Persing
Title: Vice President
SMITH MANAGEMENT COMPANY, INC.
Dated: July 9, 1996 By: DAVID A. PERSING
________________________________
Name: David A. Persing
Title: Vice President
DURIAN SECURITIES, INC.
Dated: July 9, 1996 By: DAVID A. PERSING
_______________________________
Name: David A. Persing
Title: Vice President
