UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13D
(Amendment No. 1)*
Under the Securities Exchange Act of 1934
Scherer Healthcare, Inc.
(Name of Issuer)
Common Stock
(Title of Class of Securities)
80653010
(CUSIP Number)
Thomas V. Glynn
Battle Fowler LLP
75 East 55th Street
New York, New York 10022
(212) 856-7060
(Name, Address and Telephone Number of Person Authorized to Receive
Notices and Communications)
December 5, 1996
(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.
439013.1
<PAGE>
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CUSIP No. 80653010 SCHEDULE 13D
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1 NAME OF REPORTING PERSON
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
Joel M. Segal
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2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (a) / /
(b) / /
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3 SEC USE ONLY
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4 SOURCE OF FUNDS*
OO
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5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO
ITEMS 2(d) or 2(e) / /
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6 CITIZENSHIP OR PLACE OF ORGANIZATION
State of New York
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7 SOLE VOTING POWER
135,444
NUMBER OF
SHARES
BENEFICIALLY
OWNED BY EACH
REPORTING
PERSON WITH
--------------------------------------------------
8 SHARED VOTING POWER
0
--------------------------------------------------
9 SOLE DISPOSITIVE POWER
135,444
--------------------------------------------------
10 SHARED DISPOSITIVE POWER
0
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11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
135,444
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12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN
SHARES* / /
- -------------------------------------------------------------------------------
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
3.14%
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14 TYPE OF REPORTING PERSON*
IN
- -------------------------------------------------------------------------------
*SEE INSTRUCTIONS BEFORE FILLING OUT!
INCLUDE BOTH SIDES OF THE COVER PAGE, RESPONSES TO ITEMS 1-7
(INCLUDING EXHIBITS) OF THE SCHEDULE, AND THE SIGNATURE ATTESTATION.
439013.1
<PAGE>
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CUSIP No. 80653010 SCHEDULE 13D
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This Amendment No.1 to Schedule 13D, which is filed pursuant
to Rule 13d- 2(a) of the General Rules and Regulations under the Securities
Exchange Act of 1934, as amended ("Amendment No. 1"), amends and supplements the
original Schedule 13D, dated May 9, 1994 and March 17, 1995 (the "Original
Schedule 13D"), which was originally filed with the Securities and Exchange
Commission (the "SEC") on March 22, 1996 on behalf of Joel M. Segal with respect
to the ownership of common stock, $0.01 par value ("Common Stock"), of Scherer
Healthcare, Inc., a Delaware corporation. This Amendment No. 1 reports the
termination of any further obligation of Mr. Segal to report on Schedule 13D
with respect to his existing beneficial ownership of Common Stock. All
capitalized terms not otherwise defined herein shall have the meanings ascribed
thereto in the Original Schedule 13D.
Item 3. Source and Amount of Funds or Other Consideration.
Item 3 is hereby amended and supplemented by adding the following:
Pursuant to the Arbitration Award (as defined below), a total
of 257,444 Shares were transferred by Fahnestock from the ITCOB Account to a
brokerage account maintained by the Reporting Person free and clear of any
margin debt. See. Item 4.
Item 4. Purpose of Transaction.
Item 4 is hereby amended and supplemented by adding the following:
On October 11, 1996, the arbitration panel empaneled by the
National Association of Securities Dealers, Inc. ("NASD Panel") in connection
with the Reporting Person's arbitration proceeding against Bradley, Reich & Co.
and Fahnestock, and certain of their associated persons (Segal et al v. Reich &
Co., Inc., et al, NASD Arbitration Number 95-01176) issued a final arbitration
award that, among other things, ordered respondents Bradley and Fahnestock to
jointly and severally redeem 100,000 Shares held in the ITCOB account and
respondent Fahnestock to transfer the remaining Shares held in the ITCOB Account
to the Reporting Person free and clear of all margin and interest. After
requests from the parties for clarification of certain terms thereof, the NASD
Panel clarified the final award on November 27, 1996. As clarified, the final
award, among other things, ordered (i) respondents Bradley and Fahnestock to
jointly and severally purchase 100,000 Shares held in the ITCOB account at $7.00
per share, (ii) the application of the proceeds of such purchase as an offset
against the margin debt in the ITCOB account and (iii) respondent Fahnestock to
transfer the remaining Shares held in the ITCOB Account, plus any other shares
in such account, to the Reporting Person free and clear of all margin and
interest (the "Arbitration Award"). Pursuant to the Arbitration Award, 234,444
Shares were transferred to the Reporting Person on December 5, 1996 and 23,000
Shares were transferred to the Reporting Person on December 19, 1996.
439013.1
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CUSIP No. 80653010 SCHEDULE 13D
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Item 5. Interest in Securities of the Issuer.
Item 5 is hereby amended and restated as follows:
(a) and (b) As reported in the Scherer's Quarterly Report on
Form 10-Q for the second fiscal quarter ending September 30, 1996, there were
4,312,839 Shares outstanding as of October 31, 1996. As of the date hereof, the
Reporting Person held an aggregate of 135,444 Shares, constituting approximately
3.14% of the Shares outstanding. The Reporting Person is the sole beneficial
owner of the foregoing 135,444 Shares and accordingly possesses the sole power
to vote and the sole power to dispose all such Shares.
(c) See Item 4 for a discussion of the circumstances under
which the Reporting Person acquired the Shares the beneficial ownership of which
is reported in this Amendment No. 1. During the sixty days prior to December 30,
1996, the Reporting Person effected the following sale transactions for the
Shares:
SHARES SOLD
Number of Per Share
Date Shares Price
12/11/96 2,000 $2.55
12/16/96 10,000 $2.50
12/18/96 5,000 $2.50
12/19/96 5,000 $2.13
The foregoing sale transactions were effected through the
Reporting person's brokerage firm in the over-the-counter market.
In addition, on December 30, 1996, the Reporting Person
transferred to his legal counsel 100,000 Shares at an agreed upon value of $2.38
per share in satisfaction of amounts owed for legal fees and disbursements.
(d) Not Applicable.
(e) On December 30, 1996, the Reporting Person ceased to be a
beneficial owner of more than 5% of the Shares, thereby terminating any future
obligation of the Reporting Person to report on Schedule 13D with respect to his
existing beneficial ownership of Shares.
439013.1
<PAGE>
SIGNATURE
After reasonable inquiry and to the best of its knowledge and
belief, each of the undersigned certifies that the information set forth in this
statement is true, complete and correct.
Dated: December 30, 1996
/s/ Joel M. Segal
__________________
Joel M. Segal
439013.1
