UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13D
Under the Securities Exchange Act of 1934
(Amendment No. 6)*
HAEMONETICS CORPORATION
-----------------------
(Name of Issuer)
Common Stock, Par Value $0.01
-----------------------------
(Title of Class of Securities)
405024100
---------
(CUSIP Number)
Murray A. Indick
Richard C. Blum & Associates, L.P.
909 Montgomery Street, Suite 400
San Francisco, CA 94133
(415) 434-1111
--------------
(Name, Address and Telephone Number of Person
Authorized to Receive Notices and Communications)
October 20, 1998
------------------
(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 [ ].
*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 of 12
CUSIP NO. 405024100 SCHEDULE 13D Page 2 of 12
- ------------------------------------------------------------------------------
1. NAME OF REPORTING PERSON RICHARD C. BLUM & ASSOCIATES, L.P.
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON 94-3205364
- ------------------------------------------------------------------------------
2. CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (a) [x]
(b) [x]
- ------------------------------------------------------------------------------
3. SEC USE ONLY
- ------------------------------------------------------------------------------
4. SOURCE OF FUNDS* See Item 3 below
- ------------------------------------------------------------------------------
5. CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED
PURSUANT TO ITEMS 2(d) or 2(e) [ ]
- ------------------------------------------------------------------------------
6. CITIZENSHIP OR PLACE OF ORGANIZATION California
- ------------------------------------------------------------------------------
7. SOLE VOTING POWER -0-
NUMBER OF -----------------------------------------------------------
SHARES 8. SHARED VOTING POWER 3,966,400**
BENEFICIALLY
OWNED BY EACH -----------------------------------------------------------
PERSON WITH 9. SOLE DISPOSITIVE POWER -0-
-----------------------------------------------------------
10. SHARED DISPOSITIVE POWER 3,966,400**
- ------------------------------------------------------------------------------
11. AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 3,966,400**
- ------------------------------------------------------------------------------
12. CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES
CERTAIN SHARES [ ]
- ------------------------------------------------------------------------------
13. PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 14.9%**
- ------------------------------------------------------------------------------
14. TYPE OF REPORTING PERSON PN, IA
- ------------------------------------------------------------------------------
** See Item 5 below
*SEE INSTRUCTIONS BEFORE FILLING OUT!
CUSIP NO. 405024100 SCHEDULE 13D Page 3 of 12
- ------------------------------------------------------------------------------
1. NAME OF REPORTING PERSON RICHARD C. BLUM & ASSOCIATES, INC.
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON 94-2967812
- ------------------------------------------------------------------------------
2. CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (a) [x]
(b) [x]
- ------------------------------------------------------------------------------
3. SEC USE ONLY
- ------------------------------------------------------------------------------
4. SOURCE OF FUNDS* See Item 3 below
- ------------------------------------------------------------------------------
5. CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED
PURSUANT TO ITEMS 2(d) or 2(e) [ ]
- ------------------------------------------------------------------------------
6. CITIZENSHIP OR PLACE OF ORGANIZATION California
- ------------------------------------------------------------------------------
7. SOLE VOTING POWER -0-
NUMBER OF -----------------------------------------------------------
SHARES 8. SHARED VOTING POWER 3,966,400**
BENEFICIALLY
OWNED BY EACH -----------------------------------------------------------
PERSON WITH 9. SOLE DISPOSITIVE POWER -0-
-----------------------------------------------------------
10. SHARED DISPOSITIVE POWER 3,966,400**
- ------------------------------------------------------------------------------
11. AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 3,966,400**
- ------------------------------------------------------------------------------
12. CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES
CERTAIN SHARES [ ]
- ------------------------------------------------------------------------------
13. PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 14.9%*
- ------------------------------------------------------------------------------
14. TYPE OF REPORTING PERSON CO
- ------------------------------------------------------------------------------
** See Item 5 below
*SEE INSTRUCTIONS BEFORE FILLING OUT!
CUSIP NO. 405024100 SCHEDULE 13D Page 4 of 12
- ------------------------------------------------------------------------------
1. NAME OF REPORTING PERSON RCBA GP, L.L.C.
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON 94-3303831
- ------------------------------------------------------------------------------
2. CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (a) [x]
(b) [x]
- ------------------------------------------------------------------------------
3. SEC USE ONLY
- ------------------------------------------------------------------------------
4. SOURCE OF FUNDS* See Item 3 below
- ------------------------------------------------------------------------------
5. CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED
PURSUANT TO ITEMS 2(d) or 2(e) [ ]
- ------------------------------------------------------------------------------
6. CITIZENSHIP OR PLACE OF ORGANIZATION Delaware
- ------------------------------------------------------------------------------
7. SOLE VOTING POWER -0-
NUMBER OF -----------------------------------------------------------
SHARES 8. SHARED VOTING POWER 3,966,400**
BENEFICIALLY
OWNED BY EACH -----------------------------------------------------------
PERSON WITH 9. SOLE DISPOSITIVE POWER -0-
-----------------------------------------------------------
10. SHARED DISPOSITIVE POWER 3,966,400**
- ------------------------------------------------------------------------------
11. AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 3,966,400**
- ------------------------------------------------------------------------------
12. CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES
CERTAIN SHARES [ ]
- ------------------------------------------------------------------------------
13. PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 14.9%**
- ------------------------------------------------------------------------------
14. TYPE OF REPORTING PERSON OO (Limited Liability Company)
- ------------------------------------------------------------------------------
** See Item 5 below
*SEE INSTRUCTIONS BEFORE FILLING OUT!
CUSIP NO. 405024100 SCHEDULE 13D Page 5 of 12
- ------------------------------------------------------------------------------
1. NAME OF REPORTING PERSON RICHARD C. BLUM
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON+
- ------------------------------------------------------------------------------
2. CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (a) [x]
(b) [x]
- ------------------------------------------------------------------------------
3. SEC USE ONLY
- ------------------------------------------------------------------------------
4. SOURCE OF FUNDS* See Item 3 below
- ------------------------------------------------------------------------------
5. CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED
PURSUANT TO ITEMS 2(d) or 2(e) [ ]
- ------------------------------------------------------------------------------
6. CITIZENSHIP OR PLACE OF ORGANIZATION U.S.A.
- ------------------------------------------------------------------------------
7. SOLE VOTING POWER -0-
NUMBER OF -----------------------------------------------------------
SHARES 8. SHARED VOTING POWER 3,966,400**
BENEFICIALLY
OWNED BY EACH -----------------------------------------------------------
PERSON WITH 9. SOLE DISPOSITIVE POWER -0-
-----------------------------------------------------------
10. SHARED DISPOSITIVE POWER 3,966,400**
- ------------------------------------------------------------------------------
11. AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 3,966,400**
- ------------------------------------------------------------------------------
12. CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES
CERTAIN SHARES [ ]
- ------------------------------------------------------------------------------
13. PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 14.9%**
- ------------------------------------------------------------------------------
14. TYPE OF REPORTING PERSON IN
- ------------------------------------------------------------------------------
** See Item 5 below
*SEE INSTRUCTIONS BEFORE FILLING OUT!
CUSIP NO. 405024100 SCHEDULE 13D Page 6 of 12
This Amendment No. 6 amends the Statement on Schedule 13D (the "Schedule 13D")
filed with the Securities and Exchange Commission (the "Commission") on
September 16, 1998 by Richard C. Blum & Associates, L.P., a California limited
partnership ("RCBA L.P."); Richard C. Blum & Associates, Inc., a California
corporation ("RCBA Inc."); RCBA GP, L.L.C., a Delaware limited liability
company ("RCBA GP"); and Richard C. Blum, the Chairman and a substantial
shareholder of RCBA Inc. and a managing member of RCBA GP (collectively, and
together with RCBA Strategic Partners, L.P., the "Reporting Persons"). The
principal executive office and mailing address of the Issuer is 400 Wood Road,
Braintree, MA 02184. The following amendments to Items 4, 5 and 6 of the
Schedule 13D are hereby made. Unless otherwise defined herein, all capitalized
terms shall have the meanings ascribed to them in the Schedule 13D.
Item 4. Purpose of Transaction
- -------------------------------
Item 4 of the Schedule 13D is hereby amended as follows:
On October 23, 1998, pursuant to a letter agreement between the Issuer and
RCBA Strategic Partners, L.P. ("Strategic"), dated October 22, 1998, attached
hereto as Exhibit B and incorporated by reference herein, Issuer expanded the
size of its present Board of Directors and appointed N. Colin Lind, a Managing
Member of Strategic, to the Board.
Item 5. Interest in Securities of the Issuer
- ---------------------------------------------
Item 5 of the Schedule 13D is hereby amended as follows:
(a),(b) According to the Issuer's most recent Form 10-Q, there were 26,584,679
shares of Common Stock issued and outstanding as of July 4, 1998. Based on
such information, after taking into account the transactions described in Item
5(c) below, the Reporting Persons report direct holdings as follows: (i) RCBA
L.P. and RCBA Inc. report direct holdings of 2,315,800 shares of the Common
Stock on behalf of the limited partnerships for which RCBA L.P. serves as the
general partner and RCBA L.P.'s investment advisory clients, which represents
8.7% of the outstanding shares of the Common Stock; (ii) RCBA GP reports
direct holdings of 1,219,700 shares of the Common Stock on behalf of the
limited partnership for which it serves as the general partner, which
represents 4.6% of the outstanding shares of the Common Stock; and (iii) Mr.
Blum reports the aggregate of these shares for a total of 3,535,500 shares of
the Common Stock, which represents 13.3% of the outstanding shares of the
Common Stock.
In addition, because RCBA L.P. has voting and investment power with respect to
430,900 shares that are legally owned by The Common Fund for the account of
its Equity Fund ("The Common Fund"), those shares are reported as beneficially
owned by RCBA L.P. The Common Fund is principally engaged in the business of
managing investments for educational institutions. The principal
administrative office of The Common Fund is located at 450 Post Road East,
Westport, Connecticut 06881-0909. The Common Fund disclaims membership in a
CUSIP NO. 405024100 SCHEDULE 13D Page 7 of 12
group with any of the Reporting Persons, and disclaims beneficial ownership of
any shares held by the Reporting Persons.
Voting and investment power concerning the above shares are held solely by
RCBA L.P. and RCBA GP. The Reporting Persons therefore may be deemed to be
members in a group, in which case each Reporting Person would be deemed to
have beneficial ownership of an aggregate of 3,966,400 shares of the Common
Stock, which is 14.9% of the outstanding Common Stock. As the sole general
partner of RCBA L.P., RCBA Inc. is deemed the beneficial owner of the
securities over which RCBA L.P. has voting and investment power. As Chairman,
director and a substantial shareholder of RCBA Inc., Richard C. Blum might be
deemed to be the beneficial owner of the securities beneficially owned by RCBA
Inc. Additionally, Mr. Blum may be deemed to be the beneficial owner of the
securities over which RCBA GP has voting and investment power. Although Mr.
Blum is joining in this Schedule as a Reporting Person, the filing of this
Schedule shall not be construed as an admission that he, or any of the other
shareholders, directors and executive officers of RCBA Inc., or managing
members and members of RCBA GP, is, for any purpose, the beneficial owner of
any of the securities that are beneficially owned by RCBA Inc. or RCBA GP,
except to the extent of any pecuniary interest therein.
(c) Since the Schedule 13D filing, the Reporting Persons purchased the
following shares of Common Stock in the open market:
Trade Date Shares Price/Share
- ---------- ------- -----------
10-09-98 70,800 17.61
10-16-98 50,000 18.75
10-20-98 220,000 19.00
(d) and (e) Not applicable.
Item 6. Contracts, Arrangements, Understandings or Relationships with Respect
to Securities of the Issuer
- ------------------------------------------------------------------------------
None of the Reporting Persons or, to the best knowledge of the Reporting
Persons, the other persons named in Item 2, is a party to any contract,
arrangement, understanding or relationship with respect to any securities of
the Issuer, including but not limited to the transfer or voting of any
securities of the Issuer, finder's fees, joint ventures, loan or option
arrangements, puts or calls, guarantees of profits, division of profits or
loss, or the giving or withholding of proxies, except (i) as previously
disclosed, (ii) as noted above, RCBA L.P. has voting and investment power of
the shares held by it for the benefit of the Common Fund, and (iii) as noted
in Item 4, a letter agreement entered into on October 22, 1998, attached
hereto as Exhibit B, pursuant to which the Issuer expanded the size of its
present Board of Directors and appointed N. Colin Lind to the Board.
CUSIP NO. 405024100 SCHEDULE 13D Page 8 of 12
Item 7. Material to be Filed as Exhibits
- -----------------------------------------
Exhibit A Joint Filing Undertaking.
Exhibit B Letter dated October 22, 1998 from Sir Stuart Burgess, Chairman of
of the Board, Haemonetics Corporation to N. Colin Lind,
Richard C. Blum & Associates
CUSIP NO. 405024100 SCHEDULE 13D Page 9 of 12
SIGNATURES
After reasonable inquiry and to the best of our knowledge and belief, the
undersigned certify that the information set forth in this statement is true,
complete and correct.
Dated: October 27, 1998
RICHARD C. BLUM & ASSOCIATES, INC. RICHARD C. BLUM & ASSOCIATES, L.P.
By Richard C. Blum & Associates, Inc.
its general partner
By /s/ Murray A. Indick By /s/ Murray A. Indick
------------------------------- -----------------------------------
Murray A. Indick Murray A. Indick
Managing Director, General Managing Director, General Counsel,
Counsel, Chief Administrative Chief Administrative Officer and
Officer and Secretary Secretary
RCBA GP, L.L.C. /s/ Murray A. Indick
---------------------------------------
RICHARD C. BLUM
By /s/ Murray A. Indick By Murray A. Indick, Attorney-in-Fact
-------------------------------
Murray A. Indick, Member
CUSIP NO. 405024100 SCHEDULE 13D Page 10 of 12
Exhibit A
JOINT FILING UNDERTAKING
The undersigned, being duly authorized thereunto, hereby execute this
agreement as an exhibit to this Schedule 13D to evidence the agreement of the
below-named parties, in accordance with the rules promulgated pursuant to the
Securities Exchange Act of 1934, to file this Schedule jointly on behalf of
each such party.
Dated: October 27, 1998
RICHARD C. BLUM & ASSOCIATES, INC. RICHARD C. BLUM & ASSOCIATES, L.P.
By Richard C. Blum & Associates, Inc.
its general partner
By /s/ Murray A. Indick By /s/ Murray A. Indick
------------------------------- -----------------------------------
Murray A. Indick Murray A. Indick
Managing Director, General Managing Director, General Counsel,
Counsel, Chief Administrative Chief Administrative Officer and
Officer and Secretary Secretary
RCBA GP, L.L.C. /s/ Murray A. Indick
---------------------------------------
RICHARD C. BLUM
By /s/ Murray A. Indick By Murray A. Indick, Attorney-in-Fact
-------------------------------
Murray A. Indick, Member
CUSIP NO. 405024100 SCHEDULE 13D Page 11 of 12
Exhibit B
October 22, 1998
N. Colin Lind
Richard C. Blum & Associates, L.P.
909 Montgomery Street, Suite 400
San Francisco, CA 94133-4625
Re: Haemonetics Corporation
Dear Colin:
You have recently advised us that it is necessary for RCBA Strategic Partners,
L.P. ("Partnership") to obtain "management rights" with respect to its
investment in Haemonetics Corporation ("Company") in order for the Partnership
to qualify as a "venture capital operating company" within the meaning given
to that term by the United States Department of Labor Regulation published at
Section 2510.3-101 of Title 29 of the Code of Federal Regulations
("Regulation").
The Regulation provides in relevant part that if an entity is a venture
capital operating company, the assets of the entity will not constitute assets
of the employee benefit plans which purchase interests in the entity for
purposes of the prohibited transaction rules of the Employee Retirement Income
Security Act of 1974, as amended, and the Internal Revenue Code of 1986, as
amended. The United States Department of Labor has not provided detailed
guidance as to which contractual rights will constitute management rights.
The preamble to the Regulation does, however, indicate that the contractual
right to appoint one or more directors of an operating company is a management
right. Accordingly, you have asked us to appoint a representative of the
Partnership to the Board of Directors of the Company.
To assist you in maintaining the Partnership's venture capital operating
company status, it has been agreed by the parties that the Company will expand
the size of its present Board of Directors and will appoint N. Colin Lind to
the Board as a representative of the Partnership. Mr. Lind's appointment
shall take effect as of October 23, 1998. His term shall expire at the annual
meeting of the Company's stockholders to be held in 2000 at which time he
shall be subject to a possible reelection by vote of the stockholders.
CUSIP NO. 405024100 SCHEDULE 13D Page 12 of 12
N. Colin Lind
October 22, 1998
Page 2
Please indicate your acceptance of the terms of this agreement by sending an
original countersigned copy of this agreement to me. An additional executed
copy of this agreement letter is enclosed for your files.
Best Regards,
Sir Stuart Burgess
Chairman of the Board
Haemonetics Corporation
Accepted and agreed to on this 22nd day of October, 1998.
RCBA Strategic Partners, L.P.
By: RCBA GP, L.L.C., its general partner
By: N. Colin Lind, a managing member
