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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13G
Under the Securities Exchange Act of 1934
(Amendment No. 2 )*
Apache Medical Systems, Inc.
(Name of Issuer)
Common Stock, Par Value $0.01 per share
(Title of Class of Securities)
03746E102
(CUSIP Number)
Check the following box if a fee is being paid with this statement [ ]. (A fee
Is not required only if the filing 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.)
*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 the
disclosures provided in a prior cover page.
The information required in 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. 03746E102 13G PAGE 2 OF 4
PAGES
1 NAME OF REPORTING PERSON
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON.
Manning & Napier Advisors, Inc.
IRS # 16-0995736
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP * (a) [ ]
(b) [ ]
3 SEC USE ONLY
4 CITIZENSHIP OR PLACE OF ORGANIZATION
New York
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON
WITH NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING
PERSON WITH
5 SOLE VOTING POWER
- 0 -
6 SHARED VOTING POWER
- 0 -
7 SOLE DISPOSITIVE POWER
- 0 -
8 SHARED DISPOSITIVE POWER
-0-
9 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
- 0 -
10 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES *
<PAGE>
11 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9
- 0 -
12 TYPE OF REPORTING PERSON *
Investment Advisor
*SEE INSTRUCTION BEFORE FILLING OUT!
<PAGE>
PAGE 3 OF 4
Item 1(a): Name of Issuer:
- ------------------------------
Apache Medical Systems, Inc.
Item 1(b): Address of Issuer's Principal Executive Office:
- -----------------------------------------------------------------
1650 Tysons Boulevard
McClean, VA 22102
Item 2(a): Name of Person Filing:
- --------------------------------------
Manning & Napier Advisors, Inc.
Item 2(b): Address of Principal Business Office, or, if none, Residence:
- --------------------------------------------------------------------------------
1100 Chase Square
Rochester, New York 14604
Item 2(c): Citizenship:
- -------------------------
New York
Item 2(d): Title of Class of Securities:
- ----------------------------------------------
Common Stock, Par Value $0.01
Item 2(e): CUSIP Number:
- ---------------------------
03746E102
Item 3: If this statement is filed pursuant to rule 13d-1(b) of 13d-2(b), check
- --------------------------------------------------------------------------------
whether the person filing is a :
- --------------------------------------
(e) [X] Advisor is an Investment Adviser registered under Section 203 of the
Investment Advisers Act of 1940.
Item 4: Ownership:
- --------------------
(a) Amount Beneficially Owned: - 0 -
(b) Percent of Class: Based on the most recent prices provided by Bloomberg,
L.P., 499 Park Avenue, New York, New York 10022, listing the outstanding
shares of common stock on
May 28, 1999, as 7,330,000 it is believed person filing has beneficial ownership
of 0.00%.
(c) Number of shares as to which such person has:
(i) sole voting power: - 0 -
(ii) shared voting power: - 0 -
(iii) sole dispositive power: - 0 -
(iv) shared dispositive power: - 0 -
<PAGE>
PAGE 4 OF 4
Item 5: Ownership of Five Percent or Less of a Class:
- ---------------------------------------------------------------
Not applicable
Item 6: Ownership of More than Five Percent on Behalf of Another Person:
- --------------------------------------------------------------------------------
Not applicable
Item 7: Identification and Classification of the Subsidiary Which Acquired the
- --------------------------------------------------------------------------------
Security Being Reported on By the Parent Holding Company:
- -----------------------------------------------------------------
Not applicable
Item 8: Identification and Classification of Members of the Group:
- ---------------------------------------------------------------------------
Not applicable
Item 9: Notice of Dissolution of a Group:
- ------------------------------------------------
Not applicable
Item 10: Certification:
- -------------------------
By signing below, I certify that, to the best of my knowledge and belief, the
securities referred to above were acquired in the ordinary course of business
and were not acquired for the purpose of and do not have the effect of changing
or influencing the control of the issuer of such securities and were not
acquired in connection with or as participant in any transaction having such
purposes of effect.
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.
/s/ Fonda L. Herrick Date: June 8, 1999
Fonda L. Herrick, Corporate Secretary
