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SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
SCHEDULE 13D
Under the Securities Exchange Act of 1934
UNITED DENTAL CARE, INC.
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(Name of Issuer)
COMMON STOCK, $.10 PAR VALUE
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(Title of Class of Securities)
91018H101
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(CUSIP Number)
Mr. Oscar S. Schafer
Cumberland Associates
1114 Avenue of the Americas
New York, New York 10036
(212) 536-9700
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(Name, Address and Telephone Number
of Person Authorized to Receive Notices
and Communications)
January 27, 1998
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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 [ ].
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SCHEDULE 13D
CUSIP No. 91018H101
1. NAME OF REPORTING PERSON
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
CUMBERLAND ASSOCIATES
2. CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP*
a[ ]
b[X]
3. SEC USE ONLY
4. SOURCE OF FUNDS*
WC, 00
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
477,800
NUMBER OF 8. SHARED VOTING POWER
SHARES
BENEFICIALLY 102,200
OWNED BY
EACH 9. SOLE DISPOSITIVE POWER
REPORTING
PERSON 477,800
WITH
10. SHARED DISPOSITIVE POWER
102,200
11. AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
580,000
12. CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES
CERTAIN SHARES* [ ]
13. PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
6.5%
14. TYPE OF REPORTING PERSON*
PN, IA
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Item 1. Security and Issuer.
This statement relates to the common stock, $.10 par value per
share (the "Common Stock" or the "Shares"), of United Dental Care, Inc. (the
"Company"), which has its principal executive offices at 13601 Preston Road,
Suite 500 East, Dallas, Texas 75240.
Item 2. Identity and Background.
This statement is being filed by Cumberland Associates.
Cumberland Associates is a limited partnership organized under the laws of the
State of New York, and is engaged in the business of managing, on a
discretionary basis, twelve securities accounts, the principal one of which is
Cumberland Partners. The address of the principal business and office of
Cumberland Associates is 1114 Avenue of the Americas, New York, New York 10036.
K. Tucker Andersen, Gary Tynes, Oscar S. Schafer, Bruce G.
Wilcox, Glenn Krevlin, Andrew Wallach and Eleanor Poppe are the general partners
(the "General Partners") of Cumberland Associates. The business address of each
of the General Partners is the same as that of Cumberland Associates. Each of
the General Partners is a citizen of the United States.
Neither Cumberland Associates nor any of the General Partners
have, during the last five years, been convicted in a criminal proceeding
(excluding traffic violations or similar misdemeanors), nor has any such person,
during the last five years, been a party to a civil proceeding of a judicial or
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administrative body of competent jurisdiction as a result of which any such
person 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.
As of the date hereof, Cumberland Associates held and
beneficially owned 580,000 shares of Common Stock. The aggregate purchase price
of the Common Stock purchased by Cumberland Associates on behalf of Cumberland
Partners, LongView Partners, LongView B, LongView C and the other managed
accounts was $7,965,002. Of this amount, Cumberland Associates invested
approximately $5,035,838 on behalf of Cumberland Partners, $1,046,852 on behalf
of LongView Partners, $413,688 on behalf of LongView B, $116,250 on behalf of
LongView C and $1,352,374 on behalf of eight of Cumberland Associates' other
account holders. The source of funds for the purchase of all such Common Stock
of Cumberland Associates was a combination of investment capital contributed by
Cumberland Partners, LongView Partners, LongView B, LongView C and the eight
other managed accounts and margin borrowings through the margin accounts of the
account holders maintained with Morgan Stanley & Co. Incorporated.
By virtue of Rule 13d-3 under the Exchange Act, each of the
General Partners may be deemed the beneficial owner of all of the Common Stock
purchased by Cumberland Associates on behalf of Cumberland Partners, LongView
Partners, LongView B, LongView C
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and the other managed accounts, and therefore each General Partner may be deemed
to have invested the aggregate amount of funds noted above. None of the General
Partners has independently invested any of his or her funds for the purpose of
purchasing the Common Stock.
Item 4. Purpose of Transaction.
Cumberland Associates has purchased, on behalf of its
discretionary accounts, the Common Stock in order to acquire an equity interest
in the Company. As of the date hereof, Cumberland Associates is holding such
Common Stock solely for investment and it has no present plans or proposals with
respect to any material change in the Company's business or corporate structure
or, generally, any other action referred to in instructions (a) through (j) of
Item 4 of the form of Schedule 13D. Depending on market conditions and other
factors, Cumberland Associates may continue purchases of Common Stock or may
sell or otherwise dispose of all or portions of such Common Stock, if such sales
and purchases would be desirable investments for the portfolios of its accounts.
Item 5. Interest in Securities of the Issuer.
As of the date hereof, Cumberland Associates beneficially owned
580,000(1) shares of Common Stock representing 6.5%(2) of the Common Stock
deemed outstanding on the date hereof.
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(1) As to 477,800 Shares of which, there is sole voting power and sole power
to dispose or to direct the disposition of such Shares; as to 102,200
Shares of which, there is shared voting power and shared power to
dispose or to direct the disposition of such Shares because the eight
other account holders may be deemed beneficial owners of such Shares
pursuant to Rule 13d-3 under the Act as a result of their right to
terminate their discretionary accounts within a period of 60 days.
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Set forth in Appendix A attached hereto and incorporated herein
by reference are descriptions of the transactions in the Common Stock effected
by Cumberland Associates within the 60 day period prior to the date of this
filing.
In addition, each of the General Partners may, by virtue of his
position as general partner of Cumberland Associates, be deemed, pursuant to
Rule 13d-3 under the Act, to own beneficially the Common Stock of which
Cumberland Associates would possess beneficial ownership. Other than in their
respective capacities as general partners of Cumberland Associates and except as
set forth above, none of the General Partners is the beneficial owner of any
Common Stock.
Item 6. Contracts, Arrangements, Understandings or
Relationships with Respect to Securities of the Issuer.
Pursuant to management agreements with all of its accounts except
Cumberland Partners, LongView Partners, LongView B and LongView C, Cumberland
Associates receives (i) an annual management fee from some of its account
holders and (ii) an incentive fee from all of its account holders based, in the
case
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(2) Based on 8,942,616 shares of Common Stock outstanding, as indicated in
the Company's Form 10-Q for the quarterly period ended September 30,
1997, as filed with the Securities and Exchange Commission.
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of some of the account holders, on the net appreciation during the preceding
fiscal or calendar year in the value of the securities in the account and, in
the case of other account holders, on the account's taxable income during the
preceding fiscal or calendar year. In the case of the accounts of Cumberland
Partners, LongView Partners, LongView B and LongView C, Cumberland Associates
receives an annual management fee from each such account holders which does not
include an incentive fee.
Except as otherwise set forth in this statement, to the best
knowledge of the undersigned, there are no contracts, arrangements,
understandings or relationships (legal or otherwise) among or between the
undersigned, the General Partners and any other person with respect to any
securities of the Company, including but not limited to transfer or voting of
any of the securities, 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.
Item 7. Material to be Filed as Exhibits.
No Exhibits are filed herewith.
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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.
Date: February 4, 1998
CUMBERLAND ASSOCIATES
By: /s/ Oscar S. Schafer
Oscar S. Schafer
General Partner
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APPENDIX A*
1. TRANSACTIONS EFFECTED BY CUMBERLAND ASSOCIATES
DATE OF NO. OF UNITS NO. OF UNITS PRICE PER
TRANSACTION PURCHASED SOLD UNIT
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1/27/98 140,000 $11.5893
1/14/98 10,000 $11-5/8
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* Each of the transactions set forth in this Appendix was a
regular way transaction.
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