UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13D
Under the Securities Exchange Act of 1934
(Amendment No. 1 )*
GRAHAM-FIELD HEALTH PRODUCTS, INC.
(Name of Issuer)
Common Stock, $.25 per share
(Title of Class of Securities)
384632100
(CUSIP Number)
Thomas J. Tisch
667 Madison Avenue, 7th Floor
New York, NY 10021
(212) 545-2927
(Name, Address and Telephone Number of Person Authorized
to Receive Notices and Communications)
March 8, 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 (however, see the
Notes).
<PAGE>
SCHEDULE 13D
CUSIP No. 384632100 Page 2 of 9 Pages
---------
1 NAME OF REPORTING PERSON
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
FOUR PARTNERS
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (a) |_|
(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
New York
NUMBER OF 7 SOLE VOTING POWER
SHARES 691,800
BENEFICIALLY 8 SHARED VOTING POWER
OWNED BY -0-
EACH
9 SOLE DISPOSITIVE POWER
REPORTING
691,800
PERSON
10 SHARED DISPOSITIVE POWER
WITH
-0-
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
691,800
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11)
EXCLUDES CERTAIN SHARES* |_|
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
4.9%
14 TYPE OF REPORTING PERSON*
PN
*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.
<PAGE>
CUSIP NO. 384632100 13D Page 3 of 9 Pages
Item 1. Security and Issuer
The title of the class of equity securities to which this Statement
relates is the Common Stock, $.025 par value per share (the "Common Stock"), of
Graham-Field Health Products, Inc. (the "Issuer"). The principal executive
offices of the Issuer are located at 400 Rabro Drive East, Hauppauge, New York
11788. This Amendment No. 1 amends and restates the Schedule 13D dated August
12, 1993 of Four Partners, a New York general partnership ("FP").
Item 2. Identity and Background
The principal business of FP is investments. The address of the
principal business and the principal office of FP is c/o Thomas J. Tisch, 667
Madison Avenue, New York, New York 10021. The sole partners of FP are Andrew H.
Tisch 1991 Trust, for which Andrew H. Tisch is the managing trustee, Daniel R.
Tisch 1991 Trust, for which Daniel R. Tisch is the managing trustee, James S.
Tisch 1991 Trust, for which James S. Tisch is the managing trustee, and Thomas
J. Tisch 1991 Trust, for which Thomas J. Tisch is the managing trustee. Thomas
J. Tisch has been appointed the Manager of FP.
Set forth below is certain information with respect to Andrew H. Tisch,
Daniel R. Tisch, James S. Tisch and Thomas J. Tisch (the "Messrs. Tisch"), who
are the respective managing trustees of the four partners of FP:
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CUSIP NO. 384632100 13D Page 4 of 9 Pages
Name Business Address Occupation
Andrew H. Tisch 667 Madison Avenue Member, Management
New York, NY 10021 Committee, Loews
Corporation (a public
company primarily
engaged in insurance
and tobacco)
Daniel R. Tisch c/o Mentor Partners, L.P. General Partner,
499 Park Avenue Mentor Partners,
New York, NY 10022 L.P.(a partnership
engaged in investment
activities)
James S. Tisch 667 Madison Avenue President and Chief
New York, NY 10021 Operating Officer, Loews
Corporation (a public
company primarily
engaged in insurance
and tobacco)
Thomas J. Tisch 667 Madison Avenue Managing Partner of
New York, NY 10021 FLF Associates and
Manager of FP (partnerships
engaged in investment activities)
The Messrs. Tisch are brothers and are United States citizens.
During the last five years, none of the persons or the entities named
in this Item 2 has been convicted in any criminal proceeding (excluding traffic
violations or similar misdemeanors), and none of the persons or the entities
named in this Item 2 has been a party to a civil proceeding of a judicial or
administrative body of competent jurisdiction resulting in its or his being
subject to a judgment, decree or final order enjoining future violations of, or
prohibiting or
<PAGE>
CUSIP NO. 384632100 13D Page 5 of 9 Pages
mandating activities subject to, federal or state securities laws, or finding
any violations with respect to such laws.
Item 3. Source and Amount of Funds or Other Consideration.
All funds used to purchase the shares of Common Stock reported in Item
5 below were provided from FP's working capital. Since October 14, 1992, FP has
purchased a total of 1,240,800 shares of Common Stock. The aggregate purchase
price of such securities was approximately $5,917,841.50. During the same time
period, FP has sold a total of 98,000 shares of Common Stock in addition to the
sales reported in Item 6 below.
Item 4. Purpose of Transaction
The shares of Common stock purchased by FP were purchased solely for
investment. FP expects that it will, from time to time, review its investment
position in the Issuer and may, depending on market and other conditions,
increase or decrease such investment position.
FP does not have any intention of seeking control of the Issuer, nor
does it have any plans or proposals with respect to any extraordinary corporate
transaction involving the Issuer or any sale of its assets or any change in its
Board of Directors, management, capitalization, dividend policy, charter or
by-laws, or any other change in its business or corporate structure or with
respect to the delisting or deregistration of any of its securities
<PAGE>
CUSIP NO. 384632100 13D Page 6 of 9 Pages
including, without limitation, those matters described in subparagraphs (a)
through (j) of Item 4 of Schedule 13D.
Item 5. Interest in the Securities of the Issuer.
(a) Set forth in the table below is the aggregate number of shares of
Common Stock beneficially owned as of the date hereof by each person or entity
listed in Item 2 above, together with the percentage of outstanding shares of
Common stock which is beneficially owned by each such person or entity.
Name of Amount and Nature of % of Class
Beneficial Owner Beneficial Ownership Outstanding (1)
Four Partners 691,800 4.9%
Andrew H. Tisch
1991 Trust 0 (2) 0
Daniel R. Tisch
1991 Trust 0 (2) 0
James S. Tisch
1991 Trust 0 (2) 0
Thomas J. Tisch
1991 Trust 0 (2) 0
-------- ---
Total 691,800 4.9%
(1) According to the Issuer's Form 10-Q for the quarter ended
September 30, 1995, there were 14,082,130 shares of
Common Stock outstanding as of November 10, 1995.
(2) Does not include shares owned by FP. Other than the
shares of Common Stock beneficially owned by FP, none of
the Messrs. Tisch beneficially owns any shares of Common
Stock.
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CUSIP NO. 384632100 13D Page 7 of 9 Pages
(b) With respect to the persons and entities named in response to
paragraph (a) above:
(i) FP has directly the sole power to vote or direct the vote and
dispose or direct the disposition of 691,800 shares of Common Stock; and
(ii) By virtue of their status as managing trustees of the trusts which
are the general partners of FP, the Messrs. Tisch may be deemed to have
indirectly shared power to vote or direct the vote and dispose or direct the
disposition of the 691,800 shares of Common Stock held by FP.
(c) The following transactions were effected by FP during the sixty
days preceding the date hereof. None of the persons or entities named in Item 2
above effected any other transactions in the Common Stock during the 60 days
preceding the date hereof.
Transaction Date Security No. Price/Share Market
- ----------- ---- -------- --- ----------- ------
Sale 3/4/96 Common 14,500 4.500 NYSE
Sale 3/5/96 Common 33,500 4.534 NYSE
Sale 3/6/96 Common 45,500 4.572 NYSE
Sale 3/7/96 Common 225,000 4.806 NYSE
Sale 3/8/96 Common 4,500 4.625 NYSE
Sale 3/8/96 Common 33,000 4.500 NYSE
Sale 3/8/96 Common 25,000 4.375 NYSE
Sale 3/8/96 Common 10,000 4.250 NYSE
Sale 3/8/96 Common 60,000 4.125 NYSE
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CUSIP NO. 384632100 13D Page 8 of 9 Pages
(d) No person other than FP and the Messrs. Tisch has the right to
receive or the power to direct the receipt of dividends from, or the proceeds
from the sale of the shares of Commons Stock beneficially owned by FP.
(e) As a result of the transactions reported in Item 6(c) above, FP
ceased to be the beneficial owner of more than five percent of the outstanding
shares of Common Stock on March 8, 1996.
Item 6. Contracts, Arrangements, Understandings
or Relationships with Respect to Securities
of the Issuer.
None of the persons or entities named in Item 2 above has any express
contracts, arrangements or understandings with any of the other persons or
entities named in Item 2 above with respect to the securities of the Issuer.
Except as set forth in this Schedule 13D, none of the persons or entities named
in Item 2 above has any contracts, arrangements, understandings or relationships
with any other person with respect to the securities of the Issuer, and none of
the persons or entities named in Item 2 above has any contracts, arrangements,
understandings or relationships with the Issuer.
Item 7. Material to be Filed as Exhibits
None.
<PAGE>
CUSIP NO. 384632100 13D Page 9 of 9 Pages
SIGNATURE
After reasonable inquiry and to the best of my knowledge and belief, I
hereby certify that the information set forth in the statement is true, complete
and correct.
March 14, 1996 FOUR PARTNERS
By s/Thomas J. Tisch
Thomas J. Tisch
Manager of Four Partners
