UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13D
Under the Securities Exchange Act of 1934
(Amendment No. _____)(1)
Gelman Sciences Inc.
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(Name of Issuer)
Common Stock, par value $.10 per share
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(Title of Class of Securities)
368514105
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(Cusip Number)
Daniel R. Tisch
Mentor Partners, L.P.
500 Park Avenue
New York, New York 10022
(212) 935-7640
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(Name, Address and Telephone Number of Person
Authorized to Receive Notices and Communications)
September 17, 1996
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(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 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 [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 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.)
Note: Six 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.
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(1)The remainder of this cover page shall be filled out for a reporting
persons'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 of 10 Pages
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SCHEDULE 13D
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CUSIP No. 368514105 Page 2 of 10 Pages
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1 NAME OF REPORTING PERSON
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
Mentor Partners, L.P. Employer I.D.# 06-126-0469
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2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (a) |_|
(b) |X|
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3 SEC USE ONLY
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4 SOURCE OF FUNDS*
WC
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5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO
ITEMS 2(d) or 2(e) |_|
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6 CITIZENSHIP OR PLACE OF ORGANIZATION
State of Delaware
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7 SOLE VOTING POWER
NUMBER OF 434,400
SHARES ----------------------------------------------------------
8 SHARED VOTING POWER
BENEFICIALLY
0
OWNED BY ----------------------------------------------------------
9 SOLE DISPOSITIVE POWER
EACH
434,400
REPORTING ----------------------------------------------------------
10 SHARED DISPOSITIVE POWER
PERSON
0
WITH
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11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
434,400
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12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN
SHARES* |_|
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13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
5.5%
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14 TYPE OF REPORTING PERSON*
PN
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*SEE INSTRUCTIONS BEFORE FILLING OUT!
Page 2 of 10 Pages
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Item 1. Security and Issuer.
This statement relates to the Common Stock, par value $0.10 per share (the
"Shares"), of Gelman Sciences Inc., a Michigan corporation (the "Company"). The
Company's principal executive offices are located at 600 South Wagner Road, Ann
Arbor, Michigan 48103-9019.
Item 2. Identity and Background.
This statement is filed on behalf of Mentor Partners, L.P., a Delaware
limited partnership (the "Partnership") with respect to Shares of the Company
(a) owned by the Partnership and (b) owned by Mentor Offshore Fund Limited
("Offshore"), a Cayman Islands company. The general partner of the Partnership
is WTG & Co., L.P., a Delaware limited partnership (the "General Partner") and
the general partner of the General Partner is D. Tisch & Co., Inc., a Delaware
corporation ("D. Tisch & Co."), all of the common stock of which is owned by
Daniel R. Tisch (collectively with D. Tisch & Co. and the General Partner, the
"Control Persons").
The address of the principal offices and principal business of the
Partnership and each of the Control Persons is 500 Park Avenue, New York, New
York 10022.
The Partnership's principal business is investment in securities, primarily
in connection with "merger" (or "risk") arbitrage and, to a lesser extent,
classic arbitrage, including con-
Page 3 of 10 Pages
<PAGE>
vertible securities arbitrage. The principal business of the General Partner is
serving as the general partner of the Partner-ship. The sole business of D.
Tisch & Co. is serving as the general partner of the General Partner, and other
than such ser-vice, D. Tisch & Co. has no investment or operating history of
any kind. Daniel R. Tisch's principal occupation is that of President and sole
Director of D. Tisch & Co., and he is a United States citizen.
Neither the Partnership nor, to its best knowledge, any of the Control
Persons has during the last five years: (i) been convicted in a criminal
proceeding (excluding traffic violations or similar misdemeanors) or (ii) been 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. Item 3. Source and Amount of Funds or Other
Consideration.
The $11,577,694.59 used to purchase Shares of the Company for the
Partnership came from the Partnership's working capital, which may at any given
time include funds borrowed in the ordinary course of its business activities
from margin accounts. All of the Company Shares acquired by the Partnership were
purchased in the ordinary course of business.
Page 4 of 10 Pages
<PAGE>
The $850,144 used to purchase Shares of the Company for Offshore was
furnished from Offshore's investment capital, which at any given time include
funds borrowed in the ordinary course of its business activities from margin
accounts. All of the Shares of the Company acquired for Offshore were purchased
in the ordinary course of business.
Item 4. Purpose of Transaction.
The Partnership and Offshore acquired the Shares of the Company for
investment purposes, and only in the ordinary course of business.
In the ordinary course of business, the Partnership and/or Offshore from
time to time evaluate their holdings of securities, and based on such
evaluation, the Partnership and/or Offshore may determine to acquire or dispose
of securities of specific issuers.
Neither the Partnership nor, to its knowledge, any of the Control Persons
or Offshore have any present plans or intentions which would result in or relate
to any of the transactions described in subparagraphs (a) through (j),
inclusive, of Item 4 of Schedule 13D. Item 5. Interest in Securities of the
Issuer.
(a) As of the date hereof, the Partnership owns beneficially an
aggregate of 404,400 Shares of the Company (or approximately 5.1% of the
Company's Common Stock outstanding on
Page 5 of 10 Pages
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June 4, 1996) and the Partnership may be deemed to own beneficially an aggregate
of an additional 30,000 Shares of the Company (or approximately 0.4% of the
Company common stock outstanding on June 4, 1996) owned by Offshore, in each
case based on the number of 7,946,340 Shares of Company Common Stock then
outstanding as set forth in the Company's most recent filing with the Securities
and Exchange Commission.
(b) The Partnership (through the Control Persons) has the sole power
to vote, and dispose of, all the Shares beneficially owned by the Partnership.
In addition, the General Partner is a party to investment management agreements
pursuant to which the General Partner has investment responsibility with respect
to the Company's Shares owned by Offshore. Pursuant to such agreements, Mr.
Tisch has the power to dispose of (or to direct the disposition of) the Shares
of the Company owned by Offshore.
(c) Except as set forth in Exhibit A, which is hereby incorporated
herein by reference, no transactions in the Shares have been effected during the
past sixty days by the Partnership or, to its best knowledge, any of the Control
Persons or Offshore.
(d) Neither the Partnership nor, to its best knowledge, any of the
Control Persons or Offshore have or know any other person who has the right to
receive or the power to direct the receipt of dividends from, or the proceeds
from the sale of,
Page 6 of 10 Pages
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any Shares beneficially owned by the Partnership or Offshore.
(e) Not applicable.
Item 6. Contracts, Arrangements, Understandings or Relationship with Respect to
Securities of the Issuer.
Except as referred or described above, there are no contracts arrangements,
understandings or relationships (legal or otherwise) among the persons named in
Item 2 or between any of such persons and any other person with respect to any
securities of the Company. Item 7. Material to be Filed as Exhibits.
Exhibit A -- Acquisitions of Shares by the Partnership and
Offshore During the Past Sixty Days.
Page 7 of 10 Pages
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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.
September 20, 1996
----------------------
(Date)
/s/
----------------------
(Signature)
Daniel R. Tisch
Authorized Signatory
MENTOR PARTNERS, L.P.
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(Name/Title)
Page 8 of 10 Pages
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EXHIBIT INDEX
Exhibit A -- Acquisitions of Shares by the Partnership and Offshore During the
Past Sixty Days.
Page 9 of 10 Pages
EXHIBIT A
Acquisitions of Shares by the Partnership
and Offshore During the Past Sixty Days
Date of Number Aggregate Price Per
Entity Transaction of Shares Price Share
------ ----------- --------- ----- -----
Partnership July 23, 1996 41,000 1,210,676.70 29.529
July 24, 1996 23,800 672,278.60 28.247
July 25, 1996 15,700 416,660.73 26.539
July 30, 1996 11,500 311,190.00 27.060
August 20, 1996 25,000 682,750.00 27.310
August 26, 1996 2,000 55,120.00 27.560
August 27, 1996 43,100 1,235,728.72 28.671
August 28, 1996 11,700 331,051.50 28.295
August 29, 1996 96,200 2,795,475.80 29.059
August 30, 1996 10,000 293,933.00 29.393
September 3, 1996 69,800 2,027,850.54 29.052
September 9, 1996 10,200 292,587.00 28.685
September 10, 1996 2,000 57,370.00 28.685
September 16, 1996 29,000 819,018.00 28.242
September 17, 1996 10,000 280,600.00 28.060
September 18, 1996 3,400 95,404.00 28.060
Offshore July 30, 1996 3,500 94,710.00 27.060
July 31, 1996 1,500 42,090.00 28.060
August 20, 1996 5,000 136,550.00 27.310
August 27, 1996 5,000 143,356.00 28.671
August 30, 1996 5,000 146,966.50 29.393
September 3, 1996 5,000 145,261.50 29.052
September 16, 1996 5,000 141,210.00 28.242
All Shares were purchased in transactions on the American Stock Exchange.
Page 10 of 10 Pages
