<PAGE> 1
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UNITED STATES OMB APPROVAL
SECURITIES AND EXCHANGE COMMISSION OMB NUMBER 3235-0146
Washington, D.C. 20549 Expires: October 31, 1994
Estimated average burden
Schedule 13D hours per form.......14.90
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Under the Securities Exchange Act of 1934
(Amendment No. 4)*
American Healthcare Management, Inc.
- --------------------------------------------------------------------------------
(Name of Issuer)
Common Stock, Par Value $.01
- --------------------------------------------------------------------------------
(Title of Class of Securities)
026496-20-8
------------------------------------------------
(CUSIP Number)
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<S> <C>
Henry K. Jordan with a copy to:
Chief Financial Officer Paul Bernstein, Esq.
The Foothill Group, Inc. Riordan & McKinzie
11111 Santa Monica Blvd., Suite 1500 300 South Grand Avenue
Los Angeles, California 90025 Los Angeles, California 90071
(310) 996-7000 (213) 629-4824
- --------------------------------------------------------------------------------
</TABLE>
(Name, Address and Telephone Number of Person Authorized to Receive Notices and
Communications)
April 19, 1994
-------------------------------------------------------
(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 [ ]. (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.
*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 20
SEC 1746 (12-91)
<PAGE> 2
SCHEDULE 13D
CUSIP No. 026496-20-8 Page 2 of 20 Pages
1 NAME OF REPORTING PERSON
S.S. OR IRS. IDENTIFICATION NO. OF ABOVE PERSON
The Foothill Group, Inc.
94-1663353
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (a) [x]
(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
Delaware
7 SOLE VOTING POWER
-0-
NUMBER OF SHARES 8 SHARED VOTING POWER
BENEFICIALLY OWNED -0-
BY
EACH 9 SOLE DISPOSITIVE POWER
REPORTING PERSON
WITH -0-
10 SHARED DISPOSITIVE POWER
-0-
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
-0-
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES*
[ ]
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
-0-
14 TYPE OF REPORTING PERSON*
CO
*SEE INSTRUCTIONS BEFORE FILLING OUT!
INCLUDE BOTH SIDES OF THE COVER PAGE, RESPONSES TO ITEMS 1-7 2 of 7
(INCLUDING EXHIBITS) OF THE SCHEDULE, AND THE SIGNATURE ATTESTATION.
<PAGE> 3
SCHEDULE 13D
CUSIP No. 026496-20-8 Page 3 of 20 Pages
1 NAME OF REPORTING PERSON
S.S. OR IRS. IDENTIFICATION NO. OF ABOVE PERSON
Foothill Capital Corporation
95-2689288
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (a) [x]
(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
California
7 SOLE VOTING POWER
-0-
NUMBER OF SHARES 8 SHARED VOTING POWER
BENEFICIALLY OWNED -0-
BY
EACH 9 SOLE DISPOSITIVE POWER
REPORTING PERSON
WITH -0-
10 SHARED DISPOSITIVE POWER
-0-
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
-0-
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES*
[ ]
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
-0-
14 TYPE OF REPORTING PERSON*
CO
*SEE INSTRUCTIONS BEFORE FILLING OUT!
INCLUDE BOTH SIDES OF THE COVER PAGE, RESPONSES TO ITEMS 1-7 2 of 7
(INCLUDING EXHIBITS) OF THE SCHEDULE, AND THE SIGNATURE ATTESTATION.
<PAGE> 4
SCHEDULE 13D
CUSIP No. 026496-20-8 Page 4 of 20 Pages
1 NAME OF REPORTING PERSON
S.S. OR IRS. IDENTIFICATION NO. OF ABOVE PERSON
The Foothill Fund, a California Limited Partnership
95-4153040
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (a) [x]
(b) [ ]
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
California
7 SOLE VOTING POWER
-0-
NUMBER OF SHARES 8 SHARED VOTING POWER
BENEFICIALLY OWNED -0-
BY
EACH 9 SOLE DISPOSITIVE POWER
REPORTING PERSON
WITH -0-
10 SHARED DISPOSITIVE POWER
-0-
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
-0-
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES*
[ ]
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
-0-
14 TYPE OF REPORTING PERSON*
PN
*SEE INSTRUCTIONS BEFORE FILLING OUT!
INCLUDE BOTH SIDES OF THE COVER PAGE, RESPONSES TO ITEMS 1-7 2 of 7
(INCLUDING EXHIBITS) OF THE SCHEDULE, AND THE SIGNATURE ATTESTATION.
<PAGE> 5
SCHEDULE 13D
CUSIP No. 026496-20-8 Page 5 of 20 Pages
1 NAME OF REPORTING PERSON
S.S. OR IRS. IDENTIFICATION NO. OF ABOVE PERSON
Foothill Recovery Fund, a California Limited Partnership
95-4181105
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (a) [x]
(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
California
7 SOLE VOTING POWER
-0-
NUMBER OF SHARES 8 SHARED VOTING POWER
BENEFICIALLY OWNED -0-
BY
EACH 9 SOLE DISPOSITIVE POWER
REPORTING PERSON
WITH -0-
10 SHARED DISPOSITIVE POWER
-0-
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
-0-
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES*
[ ]
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
-0-
14 TYPE OF REPORTING PERSON*
PN
*SEE INSTRUCTIONS BEFORE FILLING OUT!
INCLUDE BOTH SIDES OF THE COVER PAGE, RESPONSES TO ITEMS 1-7 2 of 7
(INCLUDING EXHIBITS) OF THE SCHEDULE, AND THE SIGNATURE ATTESTATION.
<PAGE> 6
SCHEDULE 13D
CUSIP No. 026496-20-8 Page 6 of 20 Pages
1 NAME OF REPORTING PERSON
S.S. OR IRS. IDENTIFICATION NO. OF ABOVE PERSON
Foothill Partners, L.P., a Delaware Limited Partnership
95-4291521
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (a) [x]
(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
Delaware
7 SOLE VOTING POWER
-0-
NUMBER OF SHARES 8 SHARED VOTING POWER
BENEFICIALLY OWNED -0-
BY
EACH 9 SOLE DISPOSITIVE POWER
REPORTING PERSON
WITH -0-
10 SHARED DISPOSITIVE POWER
-0-
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
-0-
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES*
[ ]
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
-0-
14 TYPE OF REPORTING PERSON*
PN
*SEE INSTRUCTIONS BEFORE FILLING OUT!
INCLUDE BOTH SIDES OF THE COVER PAGE, RESPONSES TO ITEMS 1-7 2 of 7
(INCLUDING EXHIBITS) OF THE SCHEDULE, AND THE SIGNATURE ATTESTATION.
<PAGE> 7
SCHEDULE 13D
CUSIP No. 026496-20-8 Page 7 of 20 Pages
1 NAME OF REPORTING PERSON
S.S. OR IRS. IDENTIFICATION NO. OF ABOVE PERSON
Don L. Gevirtz
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (a) [x]
(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
United States of America
7 SOLE VOTING POWER
-0-
NUMBER OF SHARES 8 SHARED VOTING POWER
BENEFICIALLY OWNED -0-
BY
EACH 9 SOLE DISPOSITIVE POWER
REPORTING PERSON
WITH -0-
10 SHARED DISPOSITIVE POWER
-0-
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
-0-
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES*
[ ]
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
-0-
14 TYPE OF REPORTING PERSON*
IN
*SEE INSTRUCTIONS BEFORE FILLING OUT!
INCLUDE BOTH SIDES OF THE COVER PAGE, RESPONSES TO ITEMS 1-7 2 of 7
(INCLUDING EXHIBITS) OF THE SCHEDULE, AND THE SIGNATURE ATTESTATION.
<PAGE> 8
SCHEDULE 13D
CUSIP No. 026496-20-8 Page 8 of 20 Pages
1 NAME OF REPORTING PERSON
S.S. OR IRS. IDENTIFICATION NO. OF ABOVE PERSON
John F. Nickoll
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (a) [x]
(b) [ ]
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
United States of America
7 SOLE VOTING POWER
-0-
NUMBER OF SHARES 8 SHARED VOTING POWER
BENEFICIALLY OWNED -0-
BY
EACH 9 SOLE DISPOSITIVE POWER
REPORTING PERSON
WITH -0-
10 SHARED DISPOSITIVE POWER
-0-
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
-0-
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES*
[ ]
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
-0-
14 TYPE OF REPORTING PERSON*
IN
*SEE INSTRUCTIONS BEFORE FILLING OUT!
INCLUDE BOTH SIDES OF THE COVER PAGE, RESPONSES TO ITEMS 1-7 2 of 7
(INCLUDING EXHIBITS) OF THE SCHEDULE, AND THE SIGNATURE ATTESTATION.
<PAGE> 9
SCHEDULE 13D
CUSIP No. 026496-20-8 Page 9 of 20 Pages
1 NAME OF REPORTING PERSON
S.S. OR IRS. IDENTIFICATION NO. OF ABOVE PERSON
Dennis R. Ascher
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (a) [x]
(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
United States of America
7 SOLE VOTING POWER
-0-
NUMBER OF SHARES 8 SHARED VOTING POWER
BENEFICIALLY OWNED -0-
BY
EACH 9 SOLE DISPOSITIVE POWER
REPORTING PERSON
WITH -0-
10 SHARED DISPOSITIVE POWER
-0-
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
-0-
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES*
[ ]
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
-0-
14 TYPE OF REPORTING PERSON*
IN
*SEE INSTRUCTIONS BEFORE FILLING OUT!
INCLUDE BOTH SIDES OF THE COVER PAGE, RESPONSES TO ITEMS 1-7 2 of 7
(INCLUDING EXHIBITS) OF THE SCHEDULE, AND THE SIGNATURE ATTESTATION.
<PAGE> 10
SCHEDULE 13D
CUSIP No. 026496-20-8 Page 10 of 20 Pages
1 NAME OF REPORTING PERSON
S.S. OR IRS. IDENTIFICATION NO. OF ABOVE PERSON
Jeffrey T. Nikora
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (a) [x]
(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
United States of America
7 SOLE VOTING POWER
-0-
NUMBER OF SHARES 8 SHARED VOTING POWER
BENEFICIALLY OWNED -0-
BY
EACH 9 SOLE DISPOSITIVE POWER
REPORTING PERSON
WITH -0-
10 SHARED DISPOSITIVE POWER
-0-
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
-0-
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES*
[ ]
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
-0-
14 TYPE OF REPORTING PERSON*
IN
*SEE INSTRUCTIONS BEFORE FILLING OUT!
INCLUDE BOTH SIDES OF THE COVER PAGE, RESPONSES TO ITEMS 1-7 2 of 7
(INCLUDING EXHIBITS) OF THE SCHEDULE, AND THE SIGNATURE ATTESTATION.
<PAGE> 11
The Statement on Schedule 13D, filed March 16, 1990, as
amended (i) by Amendment No. 1, filed October 11, 1991, (ii) by Amendment No.
2, filed February 14, 1992, and (iii) by Amendment No. 3, filed April 15, 1993
(as amended, the "Initial Filing"), relating to the common stock, $.01 par
value per share, CUSIP No. 026496-20-8 (the "Common Stock"), of American
Healthcare Management, Inc., a Delaware corporation (the "Issuer"), and filed
by The Foothill Group, Inc., a Delaware corporation ("Group"), The Foothill
Fund, a California limited partnership ("Fund"), Foothill Recovery Fund, a
California limited partnership ("Recovery Fund"), Foothill Capital Corporation,
a California corporation ("Capital"), Foothill Partners, L.P., a Delaware
limited partnership ("Partners"), Don L. Gevirtz, John F. Nickoll, Dennis R.
Ascher and Jeffrey T. Nikora (collectively, the "Managing General Partners")
(Group, Fund, Recovery Fund, Capital, Partners and the Managing General
Partners are collectively referred to hereinafter as the "Filing Persons") is
amended and restated as follows:
Item 1. Security and Issuer.
This Schedule 13D relates to the Common Stock. The Issuer has
its principal executive offices at 660 American Avenue, Suite 200, King of
Prussia, Pennsylvania 19406. Pursuant to the Agreement and Plan of Merger
dated as of November 18, 1993 by and among the Issuer, AHM Acquisition Co.,
Inc. and OrNda Health Corp ("OrNda"), (i) each of the outstanding shares of
Common Stock was exchanged for 0.60 of a share of common stock of OrNda and
(ii) the Issuer became a wholly-owned subsidiary of OrNda (collectively, the
"Merger"). Following the Merger, the Common Stock was deregistered under
Section 12 of the Securities Exchange Act of 1934, as amended (the "Act").
Item 2. Identity and Background.
This Schedule 13D is filed on behalf of the Filing Persons.
Group is the general partner of Partners and the general partner and a limited
partner of Fund and Recovery Fund. Capital is a wholly-owned subsidiary of
Group.
Under the definition of "beneficial owner" ("Beneficial Owner
Definition") provided in Rule 13d-3 promulgated under the Act, Group and the
Managing General Partners may be deemed to beneficially own the shares of
Common Stock owned by Partners by virtue of the fact that Group and the
Managing General Partners, as the general partners of Partners, share with
Partners the voting and dispositive power with respect to shares of Common
Stock held or acquired by Partners.
Under the Beneficial Owner Definition, Group may be deemed to
beneficially own the shares of Common Stock owned by Fund and Recovery Fund by
virtue of the fact that Group, as general partner of each of Fund and Recovery
Fund, shares with Fund and Recovery Fund, respectively, the voting and
dispositive power with respect to shares of Common Stock held by Fund and
Recovery Fund. Also under the Beneficial Owner Definition, Group may be deemed
beneficially to own the shares of Common Stock owned by Capital by virtue of
the fact that Group, as the parent
Page 11 of 20 pages.
<PAGE> 12
of Capital, has voting or dispositive power with respect to shares of Common
Stock held by Capital.
Group has its principal business address and its principal
business office at 11111 Santa Monica Boulevard, Suite 1500, Los Angeles,
California 90025. The principal business of Group is that of a financial
services holding company.
Each of Fund and Recovery Fund has its principal business
address and principal business office at 11111 Santa Monica Boulevard, Suite
1500, Los Angeles, California 90025. The principal business of each of Fund
and Recovery Fund is to engage in the business of investment in various
financial assets.
Capital has its principal business address and principal
business office at 11111 Santa Monica Boulevard, Suite 1500, Los Angeles,
California 90025. The principal business of Capital is to engage in
asset-based financing to businesses.
Partners has its principal business address and its principal
business office at 11111 Santa Monica Boulevard, Suite 1500, Los Angeles,
California 90025. The principal business of Partners is to engage in the
business of investment in various financial assets.
Each of the Managing Partners has his principal business
address and his principal business office at 11111 Santa Monica Boulevard,
Suite 1500, Los Angeles, California 90025. The principal business of each
Managing Partner is to engage in the business of investment in various
financial assets.
The names of the directors and executive officers of Group and
Capital, their business addresses, their present principal occupations and the
principal addresses of their respective employers are as follows:
THE FOOTHILL GROUP, INC.
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<CAPTION>
Principal
Name Business Address Occupation
---- ---------------- ----------
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Don L. Gevirtz 11111 Santa Monica Blvd. Chief Executive Officer
Suite 1500 and Chairman of the
Los Angeles, CA 90025 Board
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Page 12 of 20 pages.
<PAGE> 13
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John F. Nickoll 11111 Santa Monica Blvd. President, Vice
Suite 1500 Chairman of the Board,
Los Angeles, CA 90025 Co-Chief Executive
Officer, Chief
Operating Officer and
Director
David C. Hilton 11111 Santa Monica Blvd. Executive Vice
Suite 1500 President
Los Angeles, CA 90025
Peter E. Schwab 11111 Santa Monica Blvd. Executive Vice
Suite 1500 President
Los Angeles, CA 90025
Henry K. Jordan 11111 Santa Monica Blvd. Senior Vice President,
Suite 1500 Chief Financial Officer
Los Angeles, CA 90025 and Corporate Secretary
Steven L. Volla American Healthcare Management, Inc. Director; Chairman of
660 American Avenue the Board and Chief
Suite 200 Executive Officer
King of Prussia, PA 19406
Warren Bennis, Ph.D. USC School of Business Administration Director; Professor
300-A Bridge Hall
901 Exposition Blvd.
Los Angeles, CA 90089
Arthur Malin, M.D. 606 No. Foothill Road Director;
Beverly Hills, CA 90201 Professor
Jeffrey A. Lipkin Recovery Equity Partners, L.P. Director; General
901 Marina Island Blvd. Partner
Suite 555
San Mateo, CA 94404
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Page 13 of 20 pages.
<PAGE> 14
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Joseph J. Finn-Egan Recovery Equity Partners, L.P. Director; General
901 Marina Island Blvd. Partner
Suite 555
San Mateo, CA 94404
FOOTHILL CAPITAL CORPORATION
- ----------------------------
Principal
Name Business Address Occupation
---- ---------------- ----------
John F. Nickoll 11111 Santa Monica Blvd. Chairman of the Board
Suite 1500 and Director
Los Angeles, CA 90025
Don L. Gevirtz 11111 Santa Monica Blvd. Vice President
Suite 1500
Los Angeles, CA 90025
Peter E. Schwab 11111 Santa Monica Blvd. President, Chief
Suite 1500 Operating Officer and
Los Angeles, CA 90025 Director
David C. Hilton 11111 Santa Monica Blvd. Executive Vice
Suite 1500 President, Chief
Los Angeles, CA 90025 Financial Officer,
Chief Credit Officer
and Director
Henry K. Jordan 11111 Santa Monica Blvd. Senior Vice President/
Suite 1500 Finance and Corporate
Los Angeles, CA 90025 Secretary
Ellyn Norwood 11111 Santa Monica Blvd. Senior Vice President/
Suite 1500 Human Resources
Los Angeles, CA 90025
</TABLE>
During the last five years, to the knowledge of the Filing
Persons, neither any of the Filing Persons nor any of the above-named directors
or executive officers of Group or Capital has been convicted in a criminal
proceeding (excluding traffic violations and similar misdemeanors) or was a
party to a civil proceeding of a judicial or administrative body of competent
Page 14 of 20 pages.
<PAGE> 15
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. To the knowledge of the Filing
Persons, all of Group's and Capital's directors and executive officers are
citizens of the United States.
Item 3. Source and Amount of Funds or Other Consideration.
Group, Capital, Fund and Recovery Fund received Common Stock
in satisfaction of the claims that Group, Capital, Fund and Recovery Fund held
against the Issuer in the voluntary Chapter 11 proceeding filed on August 7,
1987, by the Issuer in the United States Bankruptcy Court for the Northern
District of Texas, Dallas Division (Case No. 387-34308-RCM-11 Re: American
Healthcare Management, Inc.). In this bankruptcy proceeding, a plan was
approved, on October 6, 1989 (the "Bankruptcy Plan"), pursuant to which the
Issuer's 15% Senior Subordinated Notes, due December 15, 2004 (the "Bonds") and
certain par value bank debt (the "Debt"), were satisfied with the distribution
to Bond holders of certain equity securities and warrants to purchase equity
securities of the Issuer, and the distribution to Debt holders of certain
equity securities of the Issuer (collectively, the "Distributions"). As a
result of the Distributions, Group and Fund received 397,515 and 492,399
shares, respectively, of Common Stock, and 74,826 and 82,380 warrants,
respectively, to purchase additional shares of Common Stock. Capital and
Recovery Fund received 716,354 shares and 27,379 shares, respectively, of
Common Stock.
Prior to the Distributions, Group had owned $5,450,000 par
value of the Bonds acquired during the period from August 13, 1987, through
February 19, 1988, at a total cost of $1,487,750. Group's source of funds for
these previous purchases was working capital.
Prior to the Distributions, Capital had owned $21,803,333 par
value of the Debt, acquired during the period from April 20, 1988, through
November 30, 1988, at a total cost of $10,505,675. Capital's source of funds
for these previous purchases was working capital.
Prior to the Distributions, Fund had owned $6,000,000 par
value of the Bonds and $1,666,666 of the Debt, acquired during the period from
September 6, 1988 through November 30, 1988 at a total cost of $3,117,500.
Fund's source of funds for these previous purchases was working capital and the
proceeds of margin loans in the aggregate amount of $410,000 from Shearson
Lehman Hutton, Inc., borrowed pursuant to a Client Agreement (the "Client
Agreement") dated April 4, 1988, a copy of which was
Page 15 of 20 pages.
<PAGE> 16
attached to the Initial Filing as Exhibit 1 thereto, and which is incorporated
herein by reference.
In addition, subsequent to the Distributions (on February 27,
1990), Fund purchased 60,000 shares of Common Stock at a cost of $79,925.
Fund's source of funds for this purchase was the proceeds of margin loans from
Shearson Lehman Hutton, Inc., borrowed pursuant to the Client Agreement.
Prior to the Distributions, Recovery Fund had owned $833,333
par value of the Debt, acquired on November 30, 1988, at a cost of $500,000.
Recovery Fund's source of funds for this previous purchase was working capital.
On May 29, 1991, Group received 1,934 additional shares of
Common Stock and warrants to purchase 364 additional shares of Common Stock,
and on September 16, 1991, Fund received 2,129 additional shares of Common
Stock and warrants to purchase 401 additional shares of Common Stock, all as
further Distributions by the Issuer pursuant to the Bankruptcy Plan.
On September 27, 1991, Group, Capital, Fund, Recovery Fund and
Partners received 2,622, 1,490,000, 851,998, 361,139 and 3,358,582 shares of
Common Stock, respectively, in consideration for the exchange (the "Exchange")
of the Issuer's 14% Series B Senior Secured Notes due December 29, 1999 (the
"Notes") held by Group, Capital, Fund, Recovery Fund and Partners, and Partners
purchased warrants to purchase 4,138 shares of Common Stock on August 27, 1991.
Prior to the Exchange, Group had owned $9,806 par value of the
Notes acquired during the period from May 29, 1991 through August 14, 1991 at a
total cost of $4,943.50. Group's source of funds for these previous purchases
was working capital.
Prior to the Exchange, Capital had owned $9,765,528 par value
of the Notes, acquired during the period from December 29, 1989 through July 2,
1991 at a total cost of $5,210,238.36. Capital's source of funds for these
previous purchases was working capital.
Prior to the Exchange, Fund had owned $3,222,635 par value of
the Notes, acquired during the period from December 29, 1989 through September
16, 1991 at a total cost of $1,543,478.26. Fund's source of funds for these
previous purchases was working capital.
Prior to the Exchange, Recovery Fund had owned $1,361,750 par
value of the Notes, acquired during the period from December 29, 1989 through
July 9, 1991 at a total cost of
Page 16 of 20 pages.
<PAGE> 17
$631,008.16. Recovery Fund's source of funds for these previous purchases was
working capital.
Prior to the Exchange, Partners had owned $22,000,298 par
value of the Notes, acquired during the period from October 12, 1990 through
September 20, 1991 at a total cost of $9,565,644.65.
On December 10, 1992, Partners and Group purchased on the open
market, using cash from working capital, 57,750 and 19,250 shares of Common
Stock, respectively, at a price per share of $4.50.
On February 23, 1993, Partners and Group purchased on the open
market, using cash from working capital, 75,500 and 25,000 shares of Common
Stock, respectively, at a price per share of $4.625.
On February 24, 1993, Partners and Group purchased on the open
market, using cash form working capital, 67,500 and 22,500 shares of Common
Stock, respectively, at a price per share of $4.50.
On April 5, 1993, Partners and Group purchased on the open
market, using cash from working capital, 7,500 and 2,500 shares of Common
Stock, respectively, at a price per share of $4.25.
Prior to the Merger, Fund and Recovery Fund distributed to
Group and to their respective limited partners all of the shares of Common
Stock which they then owned.
Prior to the Merger, each of the Filing Persons exercised any
warrants which they owned to purchase shares of Common Stock.
On April 19, 1994, the Merger was approved by the shareholders
of the Issuer and of OrNda. In the Merger, each share of Common Stock was
exchanged for 0.60 of a share of common stock of OrNda.
Item 4. Purpose of Transaction.
The Filing Persons have disposed of all of their shares of
Common Stock pursuant to the Merger.
Item 5. Interest in Securities of The Issuer.
(a) As of the date of their execution hereof, each of the
Filing Persons was the direct owner of -0- shares of Common Stock.
(b) As of the date of their execution hereof, each of the
Filing Persons had the sole or shared power to vote or dispose of -0- shares of
Common Stock.
Page 17 of 20 pages.
<PAGE> 18
(c) Prior to the Merger, Fund and Recovery Fund
distributed to Group and to their respective limited partners all of the shares
of Common Stock which they then owned.
Prior to the Merger, each of the Filing Persons exercised any
warrants which they owned to purchase shares of Common Stock.
On April 19, 1994, the Merger was approved by the shareholders
of the Issuer and of OrNda. In the Merger, each share of Common Stock was
exchanged for 0.60 of a share of common stock of OrNda.
(d) Not applicable.
(e) On April 19, 1994, the Filing Persons ceased to be
the beneficial owners of more than five percent of the Common Stock.
Item 6. Contracts, Arrangements, Understandings or Relationships with
Respect to Securities of the Issuer.
Group is the sole general partner and a limited partner of
Fund and Recovery Fund under Agreements of Limited Partnership dated as of
March 1, 1988, as amended, and November 22, 1988, as amended, respectively (the
"Partnership Agreements"). The Partnership Agreements provide for the
formation of Fund and Recovery Fund as partnerships to invest the funds of each
partnership in securities of, and claims or other rights against, companies in
financial distress, companies in the process of financial reorganization and
companies in distressed industries. Group, as general partner, has the
exclusive right and power to manage the business and affairs of the
partnerships, including the power to purchase and dispose of the shares of
Common Stock and warrants owned by Fund and Recovery Fund, as well as
securities of the type described above. The general partner and limited
partners have certain rights to receive the proceeds of the sales of
securities, including the shares of Common Stock and warrants of the Issuer, if
any, in accordance with the Partnership Agreements.
Group, Capital, Fund, Recovery Fund and the Managing General
Partners have executed a joint reporting agreement (the "Joint Reporting
Agreement") dated April 5, 1993, which was attached to the Initial Filing as
Exhibit 3 thereto and is incorporated herein by reference, pursuant to which
they have agreed to file one joint statement on behalf of all of them with
respect to the subject matter of this Schedule 13D.
Item 7. Material to be Filed as Exhibits.
The Client Agreement and the Joint Reporting Agreement are
incorporated herein by reference.
Page 18 of 20 pages.
<PAGE> 19
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.
Dated: April 22, 1994
THE FOOTHILL GROUP, INC.
By: /s/ Dennis R. Ascher
-----------------------
Name: Dennis R. Ascher
-------------------
Title: Vice President
-------------------
FOOTHILL CAPITAL CORPORATION
By: /s/ Dennis R. Ascher
-----------------------
Name: Dennis R. Ascher
-------------------
Title: Vice President
-------------------
THE FOOTHILL FUND
a California Limited Partnership
By: The Foothill Group, Inc.,
General Partner
By: /s/ Dennis R. Ascher
-----------------------
Name: Dennis R. Archer
-------------------
Title: Vice President
-------------------
FOOTHILL RECOVERY FUND
a California Limited Partnership
By: The Foothill Group, Inc.,
General Partner
By: /s/ Dennis R. Ascher
-----------------------
Name: Dennis R. Ascher
-------------------
Title: Vice President
-------------------
Page 19 of 20 pages.
<PAGE> 20
FOOTHILL PARTNERS, L.P.
a Delaware Limited Partnership
By: The Foothill Group, Inc.,
General Partner
By: /s/ Dennis R. Ascher
-----------------------
Name: Dennis R. Ascher
-------------------
Title: Vice President
-------------------
MANAGING GENERAL PARTNERS
/s/ Don L. Gevirtz
-----------------------------
Don L. Gevirtz
/s/ John F. Nickoll
-----------------------------
John F. Nickoll
/s/ Dennis R. Ascher
-----------------------------
Dennis R. Ascher
/s/ Jeffrey T. Nikora
-----------------------------
Jeffrey T. Nikora
Page 20 of 20 pages.
