SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
SCHEDULE 13D
Under the Securities Exchange Act of 1934
(Amendment No. __)*
OEC Medical Systems, Inc.
(Name of Issuer)
Common Stock, $0.01 Par Value
(Title of Class of Securities)
670828102
(CUSIP Number)
Mara H. Rogers, Esq.
Fulbright & Jaworski L.L.P.
666 Fifth Avenue
New York, NY 10103-3198
(212) 318-3000
(Name, Address and Telephone Number of Person
Authorized to Receive Notices and Communications)
March 31, 1999
(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 ss.ss.240.13d-1(e), 240.13d-1(f) or
240.13d-1(g), check the following box |X|.
Note. Schedules filed in paper format shall include a signed original and
five copies of the Schedule, including all exhibits. See ss.240.13d-7(b) for
other parties to whom copies are to be sent.
(Continued on following pages)
(Page 1 of 15 Pages)
- ------------------
* 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>
CUSIP No. 670828102 13D Page 2 of 15 Pages
1 Names of Reporting Persons
I.R.S. Identification Nos. of Above Persons (Entities Only)
Forstmann-Leff Associates Inc.
13-3131718
2 Check the Appropriate Box if a Member of a Group*
(a) [ ]
(b) [ ]
3 SEC Use Only
4 Source of Funds*
OO
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
NUMBER OF 236,020 shares
SHARES
BENEFICIALLY 8 Shared Voting Power
OWNED BY 2,788,200 shares
EACH
REPORTING 9 Sole Dispositive Power
PERSON 240,685 shares
WITH
10 Shared Dispositive Power
2,794,100 shares
11 Aggregate Amount Beneficially Owned by Each Reporting Person
3,034,675 shares (includes shares beneficially owned by FLA Advisers
L.L.C., FLA Asset Management Inc. and Stamford Advisers Corp.)
12 Check if the Aggregate Amount in Row (11) Excludes Certain Shares*
[ ]
13 Percent of Class Represented by Amount in Row (11)
23.8%
14 Type of Reporting Person*
IA, CO
- -------- ----------------
*SEE INSTRUCTIONS BEFORE FILLING OUT!
<PAGE>
CUSIP No. 670828102 13D Page 3 of 15 Pages
1 Names of Reporting Persons
I.R.S. Identification Nos. of Above Persons (Entities Only)
FLA Advisers L.L.C.
13-3942422
2 Check the Appropriate Box if a Member of a Group*
(a) [ ]
(b) [ ]
3 SEC Use Only
4 Source of Funds*
OO
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
NUMBER OF None
SHARES
BENEFICIALLY 8 Shared Voting Power
OWNED BY 2,788,090 shares
EACH
REPORTING 9 Sole Dispositive Power
PERSON None
WITH
10 Shared Dispositive Power
2,788,090 shares
11 Aggregate Amount Beneficially Owned by Each Reporting Person
2,788,090 shares (includes shares beneficially owned by Stamford
Advisers Corp.)
12 Check if the Aggregate Amount in Row (11) Excludes Certain Shares*
[ ]
13 Percent of Class Represented by Amount in Row (11)
21.9%
14 Type of Reporting Person*
IA, OO
- ------- -----------------
*SEE INSTRUCTIONS BEFORE FILLING OUT!
<PAGE>
CUSIP No. 670828102 13D Page 4 of 15 Pages
1 Names of Reporting Persons
I.R.S. Identification Nos. of Above Persons (Entities Only)
FLA Asset Management Inc.
13-29256626
2 Check the Appropriate Box if a Member of a Group*
(a) [ ]
(b) [ ]
3 SEC Use Only
4 Source of Funds*
OO
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
NUMBER OF None
SHARES
BENEFICIALLY 8 Shared Voting Power
OWNED BY 7,700 shares
EACH
REPORTING 9 Sole Dispositive Power
PERSON None
WITH
10 Shared Dispositive Power
13,600 shares
11 Aggregate Amount Beneficially Owned by Each Reporting Person
13,600 shares
12 Check if the Aggregate Amount in Row (11) Excludes Certain Shares*
[ ]
13 Percent of Class Represented by Amount in Row (11)
0.1%
14 Type of Reporting Person*
IA, CO
- ------- -----------------
*SEE INSTRUCTIONS BEFORE FILLING OUT!
<PAGE>
CUSIP No. 670828102 13D Page 5 of 15 Pages
1 Names of Reporting Persons
I.R.S. Identification Nos. of Above Persons (Entities Only)
Stamford Advisers Corp.
13-3421433
2 Check the Appropriate Box if a Member of a Group*
(a) [ ]
(b) [ ]
3 SEC Use Only
4 Source of Funds*
OO
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
NUMBER OF None
SHARES
BENEFICIALLY 8 Shared Voting Power
OWNED BY 24,700 shares
EACH
REPORTING 9 Sole Dispositive Power
PERSON None
WITH
10 Shared Dispositive Power
11 Aggregate Amount Beneficially Owned by Each Reporting Person
24,700
12 Check if the Aggregate Amount in Row (11) Excludes Certain Shares*
[ ]
13 Percent of Class Represented by Amount in Row (11)
0.2%
14 Type of Reporting Person*
IA, CO
- ------- ------------------------
*SEE INSTRUCTIONS BEFORE FILLING OUT!
<PAGE>
Item 1. Security and Issuer
This statement relates to common stock, par value $0.01 per share, of
OEC Medical Systems, Inc. (the "Issuer"). The principal executive offices of the
Issuer are located at 384 Wright Brothers Drive, Salt Lake City, Utah 84116.
Item 2. Identity and Background
(a-b) For the name of each reporting person, see Item 1 of the cover pages
attached hereto. The business address of each reporting person is:
590 Madison Avenue
New York, New York 10022
Please see attached Annex A for the names, business addresses,
principal occupations (and names, principal businesses and addresses of places
of additional employment) and citizenship of the executive officers and
directors of each reporting person.
Mr. Joel B. Leff, Mr. William F. Harnisch, Mr. Peter A. Lusk and Mr.
Richard H. Adelaar may be deemed as persons controlling or ultimately in control
of FLA Advisers L.L.C. and its subsidiary Stamford Advisers Corp. Similarly, by
virtue of their current positions as members of the Executive Committee of the
Board of Directors Forstmann-Leff Associates Inc. through June 30, 2001, they
may also be deemed as persons controlling or ultimately in control of
Forstmann-Leff Associates Inc. and its subsidiary FLA Asset Management Inc.
(c) Forstmann-Leff Associates Inc., a New York corporation, is a registered
investment adviser under Section 203 of the Investment Advisers Act of 1940 (the
"Act"). FLA Advisers L.L.C., a New York limited liability company, is a
registered investment adviser under the Act whose managing members are
principals of Forstmann-Leff Associates Inc. FLA Asset Management Inc., a
Delaware corporation, is a registered investment adviser under the Act and a
subsidiary of Forstmann-Leff Associates Inc. Stamford Advisors Corp., a New York
corporation, is a registered investment adviser under the Act whose parent is
FLA Advisers L.L.C.
(d) None of the reporting persons or any of their executive officers or
directors listed on Annex A has been, during the last five years, convicted in a
criminal proceeding (excluding traffic violations and similar misdemeanors).
(e) None of the reporting persons or any of their executive officers or
directors listed on Annex A has been, during the last five years, 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.
Page 6 of 15 Pages
<PAGE>
Item 3. Source and Amount of Funds or Other Consideration
Between October 4, 1993 and March 31, 1999, the reporting persons
used funds derived from clients' assets under management at an aggregate
cost, including brokerage commissions, of $40,463,824.56, to purchase 3,034,675
shares of Common Stock of the Issuer.
As of the date hereof, Joel B. Leff, Chairman of the Board of
Forstmann-Leff Associates Inc., Managing Member of FLA Advisers L.L.C., Chairman
of the Board, Executive Vice President and Director of FLA Asset Management
Inc., and Managing Member and Director of Stamford Advisers Corp, and William F.
Harnisch, President and Chief Executive Officer of Forstmann-Leff Associates
Inc., Managing Member of FLA Advisers L.L.C., Director, Chief Executive Officer
and President of FLA Asset Management Inc., and Managing Member and Director of
Stamford Advisers Corp, beneficially own shares of the Issuer's Common Stock.
Mr. Leff may be deemed to beneficially own 8,000 shares of the Issuer's
Common Stock held by Argosy Partners, a Delaware limited partnership, by virtue
of his being a general partner of Argosy Partners. Argosy Partners purchased its
shares with funds from partnership assets in the open market, at an aggregate
cost, including brokerage commissions, of $82,400.
Mr. Harnisch may be deemed to beneficially own 301,300 shares of the
Issuer's Common Stock. Mr. Harnisch directly owns 232,900 shares of the Issuer's
Common Stock. Mr. Harnisch purchased these shares with personal funds in the
open market, at an aggregate cost, including brokerage commissions, of
$2,560,602. Mr. Harnisch may be deemed to beneficially own 40,000 shares of the
Issuer's Common Stock, held by the William F. Harnisch Foundation, a Delaware
charitable foundation, by virtue of his being the donor and a trustee of the
foundation. These shares were purchased with personal funds on the open market,
at an aggregate cost, including brokerage commissions, of $282,591. Mr.
Harnisch's sisters, Louise Stalzer and Elizabeth Averna, each own 500 shares of
the Issuer's Common Stock, and his mother, Louise Harnisch owns 9,700 shares of
the Issuer's Common Stock. Mr. Harnisch may be deemed to beneficially own shares
owned by his sisters and his mother by virtue of his having voting and
dispositive power over their shares. These shares were purchased with personal
funds on the open market, at an aggregate cost, including brokerage commissions,
of $174,251. Mr. Harnisch may be deemed to beneficially own 8,800 shares of the
Issuer's Common Stock, held by his son's trust, the Jonathan Harnisch Trust, by
virtue of his being trustee. These shares were purchased with personal funds on
the open market, at an aggregate cost, including brokerage commissions, of
$124,712. Mr. Harnisch may be deemed to beneficially own 8,900 shares of the
Issuer's Common Stock, held by his daughter's trust, the Laura Harnisch Trust,
by virtue of his being trustee. These shares were purchased with personal funds
on the open market, at an aggregate cost, including brokerage commissions, of
$149,650.
The filing of this Schedule 13D shall not be construed as an admission
that any of the reporting persons, Mr. Leff or Mr. Harnisch , for the purposes
of Section 13(d) or 13(g) of the Act, is the beneficial owner of any of the
shares of the Issuer's Common Stock, except for shares directly owned by them.
No other directors, officers or managing members of any of the reporting persons
Page 7 of 15 Pages
<PAGE>
beneficially own shares of the Issuer's Common Stock.
Item 4. Purpose of Transaction
Between October 4, 1993 and March 31, 1999, the reporting persons
acquired 3,034,675 shares of Common Stock of the Issuer, for investment purposes
only, on behalf of the institutions and individuals whose accounts they manage.
The reporting persons reported beneficial ownership of an aggregate of 3,026,050
shares of Common Stock of the Issuer as of December 31, 1998, pursuant to an
Amendment No. 7 to a report on Schedule 13G filed with the Securities and
Exchange Commission on February 12, 1999. The reporting persons have now
determined that they might want to sell or otherwise dispose of all or a portion
of their holdings of Common Stock of the Issuer. Such sale or
dispositions could have the effect of changing or influencing control of the
Issuer, and, therefore, the reporting persons are filing this Schedule 13D in
accordance with Rule 13d-1(e)(1)(i).
The reporting persons may, at one time or from time to time, dispose of
shares of common stock of the Issuer in the open market or in privately
negotiated transactions, if and when they deem it appropriate, depending upon
their evaluation of the operations, financial condition and results of
operations of the Issuer, market conditions and other factors they deem
relevant.
Other than as described above, the reporting persons have no current
plans, and have not entered into any contracts, arrangements, understandings or
relationships, which would relate to or would result in any of the matters
described in subparagraphs (a) through (j) of Item 4 of Schedule 13D. However,
the reporting persons retain their respective rights to modify their plans with
respect to the transactions described in this Item 4, to acquire or dispose of
securities of the Issuer and to formulate plans and proposals which could result
in the occurrence of any such events, subject to applicable laws and
regulations.
All of the shares of the Issuer's Common Stock that may be deemed to be
beneficially owned by Mr. Leff and Mr. Harnisch were acquired solely for
investment purposes.
Item 5. Interest in the Securities of the Issuer
(a) See Items 11 and 13 of the cover pages attached hereto.
(b) See Items 7, 8, 9 and 10 of the cover pages attached hereto.
(c) The following transactions involving the Issuer's Common Stock were
effected by the reporting persons in the past sixty days:
On January 27, 1999, Forstmann-Leff Associates Inc. purchased in the open
market 110 shares of the Issuer's Common Stock at a price per share of $27.19.
Page 8 of 15 Pages
<PAGE>
On February 3, 1999, Forstmann-Leff Associates Inc. purchased in the open
market 55 shares of the Issuer's Common Stock at a price per share of $28.19.
On February 3, 1999, Forstmann-Leff Associates Inc. sold in the open market
1,750 shares of the Issuer's Common Stock at a price per share of $27.75.
On March 5, 1999, Forstmann-Leff Associates Inc. purchased in the open
market 7,200 shares of the Issuer's Common Stock at a price per share of $25.06.
On March 5, 1999, Argosy Partners, of which Mr. Leff is a general partner,
sold in the open market 900 shares of the Issuer's Common Stock at a price per
share of $24.94.
On March 29, 1999, Forstmann-Leff Associates Inc. purchased in the open
market 110 shares of the Issuer's Common Stock at a price per share of $24.19.
(d) Various clients of the reporting persons have the right to receive or
the power to direct the receipt of dividends from, or the proceeds from the sale
of, the Common Stock of the Issuer. No one client's interest in the Common Stock
of the Issuer is more than five percent of the total outstanding Common Stock.
(e) Not applicable.
The number of shares beneficially owned by each of the reporting
persons and the percentage of outstanding shares represented thereby, have been
computed in accordance with Rule 13d-3 under the Securities Exchange Act of
1934, as amended. The ownership of the reporting persons is based on 12,753,477
outstanding shares of the Issuer's Common Stock as of March 1, 1998, as
reported in the Issuer's Annual Report on Form 10-K for the fiscal year
ended December 31, 1998, as filed with the Securities and Exchange Commission
on March 25, 1999.
Item 6. Contracts, Arrangements, Understandings or Relationships With
Respect to Securities of the Issuer
None.
Item 7. Materials to be Filed as Exhibits
Exhibit A. Agreement of Joint Filing.
Page 9 of 15 Pages
<PAGE>
SIGNATURES
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.
March 31, 1999
FORSTMANN-LEFF ASSOCIATES INC.
By: /s/ Peter A. Lusk
Peter A. Lusk
Executive Vice President
FLA ADVISERS L.L.C.
By: /s/ Peter A. Lusk
Peter A. Lusk
Managing Member
FLA ASSET MANAGEMENT INC.
By: /s/ Peter A. Lusk
Peter A. Lusk
Executive Vice President
STAMFORD ADVISERS CORP.
By: /s/ Peter A. Lusk
Peter A. Lusk
President
Page 10 of 15 Pages
<PAGE>
Exhibit A
AGREEMENT OF JOINT FILING
The undersigned, Forstmann-Leff Associates Inc., FLA Advisers L.L.C.,
FLA Asset Management Inc. and Stamford Advisers Corp., hereby agree to the joint
filing with all other reporting persons (as such term is defined in Schedule
13D) of a statement on Schedule 13D or any amendments thereto, with respect to
the Common Stock of OEC Medical Systems, Inc. and that this Agreement be
included as an Exhibit to such filing made on their behalf.
This Agreement may be executed in any number of counterparts each of
which shall be deemed to be an original and all of which together shall be
deemed to constitute one and the same agreement.
IN WITNESS WHEREOF, the undersigned hereby execute this Agreement on
the 31st day of March, 1999.
FORSTMANN-LEFF ASSOCIATES INC.
By: /s/ Peter A. Lusk
Peter A. Lusk
Executive Vice President
FLA ADVISERS L.L.C.
By: /s/ Peter A. Lusk
Peter A. Lusk
Managing Member
FLA ASSET MANAGEMENT INC.
By: /s/ Peter A. Lusk
Peter A. Lusk
Executive Vice President
STAMFORD ADVISERS CORP.
By: /s/ Peter A. Lusk
Peter A. Lusk
President
Page 11 of 15 Pages
<PAGE>
Annex A
(a) Names of executive officers and directors of the Reporting Person; (b)
Business addresses of executive officers and directors of the Reporting Person;
(c) Principal occupation and name, principal business and address of places of
additional employment of executive officers and directors of the Reporting
Person; and (d) Citizenship of the officers and directors of the Reporting
Person as follows:
A. Forstmann-Leff Associates Inc.
1. (a) Joel B. Leff
(b) 590 Madison Avenue, New York, New York 10022
(c) Chairman of the Board
(d) United States of America
2. (a) William F. Harnisch
(b) 590 Madison Avenue, New York, New York 10022
(c) President and Chief Executive Officer
(d) United States of America
3. (a) Philip Warner
(b) 590 Madison Avenue, New York, New York 10022
(c) Director and Executive Vice President
(d) United States of America
4. (a) Peter A. Lusk
(b) 590 Madison Avenue, New York, New York 10022
(c) Director, Executive Vice President, Director of
Marketing and Client Relations, and Assistant Secretary
(d) United States of America
5. (a) Richard H. Adelaar
(b) 590 Madison Avenue, New York, New York 10022
(c) Director and Executive Vice President
(d) United States of America
6. (a) Daniel Yu
(b) 590 Madison Avenue, New York, New York 10022
(c) Secretary, Treasurer, Chief Compliance Officer and
Chief Financial Officer
(f) United States of America
Page 12 of 15 Pages
<PAGE>
7. (a) Tone N. Grant
(b) 590 Madison Avenue, New York, New York 10022
(c) Director
(d) United States of America
8. (a) Phillip R. Bennett
(b) 590 Madison Avenue, New York, New York 10022
(c) Director
(d) United States of America
9. (a) Donald W. Phillips
(b) 590 Madison Avenue, New York, New York 10022
(c) Director
(d) United States of America
10. (a) Santo C. Maggio
(b) 590 Madison Avenue, New York, New York 10022
(c) Director
(d) United States of America
11. (a) Stephen F. Rossi
(b) 590 Madison Avenue, New York, New York 10022
(c) Director
(d) United States of America
12. (a) Philip R. Silverman
(b) 590 Madison Avenue, New York, New York 10022
(c) Director
(d) United States of America
B. FLA Advisers L.L.C.
1. (a) Joel B. Leff
(b) 590 Madison Avenue, New York, New York 10022
(c) Managing Member
(d) United States of America
2. (a) William F. Harnisch
(b) 590 Madison Avenue, New York, New York 10022
(c) Managing Member
(d) United States of America
Page 13 of 15 Pages
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3. (a) Peter A. Lusk
(b) 590 Madison Avenue, New York, New York 10022
(c) Managing Member
(d) United States of America
4. (a) Richard H. Adelaar
(b) 590 Madison Avenue, New York, New York 10022
(c) Managing Member
(d) United States of America
C. FLA Asset Management Inc.
1. (a) Joel B. Leff
(b) 590 Madison Avenue, New York, New York 10022
(c) Chairman of Board, Executive Vice President and
Director
(d) United States of America
2. (a) William F. Harnisch
(b) 590 Madison Avenue, New York, New York 10022
(c) Director, Chief Executive Officer and President
(d) United States of America
3. (a) Peter A. Lusk
(b) 590 Madison Avenue, New York, New York 10022
(c) Director, Executive Vice President and Assistant
Secretary
(d) United States of America
4. (a) Daniel Yu
(b) 590 Madison Avenue, New York, New York 10022
(c) Chief Financial Officer, Chief Compliance Officer,
Treasurer and Secretary
(d) United States of America
5. (a) Richard H. Adelaar
(b) 590 Madison Avenue, New York, New York 10022
(c) Director
(d) United States of America
6. (a) Tone N. Grant
(b) 590 Madison Avenue, New York, New York 10022
(c) Director
(d) United States of America
Page 14 of 15 Pages
<PAGE>
7. (a) Phillip R. Bennett
(b) 590 Madison Avenue, New York, New York 10022
(c) Director
(d) United States of America
8. (a) Donald W. Phillips
(b) 590 Madison Avenue, New York, New York 10022
(c) Director
(d) United States of America
D. Stamford Advisers Corp.
1. (a) Peter A. Lusk
(b) 590 Madison Avenue, New York, New York 10022
(c) Managing Member, President, Director and Assistant
Secretary
(d) United States of America
2. (a) Joel B. Leff
(b) 590 Madison Avenue, New York, New York 10022
(c) Managing Member and Director
(d) United States of America
3. (a) William F. Harnisch
(b) 590 Madison Avenue, New York, New York 10022
(c) Managing Member and Director
(d) United States of America
4. (a) Richard H. Adelaar
(b) 590 Madison Avenue, New York, New York 10022
(c) Managing Member and Director
(d) United States of America
5. (a) Daniel Yu
(b) 590 Madison Avenue, New York, New York 10022
(c) Chief Financial Officer, Chief Compliance Officer,
Treasurer and Secretary
(d) United States of America
Page 15 of 15 Pages
<PAGE>
