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SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
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SCHEDULE 13D
Under the Securities Exchange Act of 1934
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(Amendment No. 34)
FoxMeyer Health Corporation
(formerly named National Intergroup, Inc.)
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(Name of Issuer)
Common stock, par value $5.00 per 636540-106
share
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(Title of class of securities) (CUSIP number)
Stephen E. Jacobs
Weil, Gotshal & Manges, 767 Fifth Avenue
New York, New York 10153, (212) 310-8000
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(Name, address and telephone number of person authorized to receive
notices and communications)
October 12, 1994
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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 [_].
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.
(Continued on following pages)
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CUSIP No. 636540-106 13D
1 NAME OF REPORTING PERSON: Centaur Partners IV
S.S. OR I.R.S. IDENTIFICATION NO.
OF ABOVE PERSON:
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP: (a) [x]
(b) [_]
3 SEC USE ONLY
4 SOURCE OF FUNDS: NA
5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS [_]
REQUIRED PURSUANT TO ITEM 2(d) OR 2(e):
6 CITIZENSHIP OR PLACE OF New York
ORGANIZATION:
NUMBER OF 7 SOLE VOTING POWER: 1,000
SHARES
BENEFICIALLY 8 SHARED VOTING POWER: 3,376,625
OWNED BY
EACH 9 SOLE DISPOSITIVE POWER: 1,000
REPORTING
PERSON WITH 10 SHARED DISPOSITIVE 3,376,625
POWER:
11 AGGREGATE AMOUNT BENEFICIALLY 3,376,625
OWNED BY REPORTING PERSON:
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) [_]
EXCLUDES CERTAIN SHARES:
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11): 19.8%
14 TYPE OF REPORTING PERSON:
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CUSIP No. 636540-106 13D
1 NAME OF REPORTING PERSON: Butler Equities II, L.P.
S.S. OR I.R.S. IDENTIFICATION NO.
OF ABOVE PERSON:
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP: (a) [x]
(b) [_]
3 SEC USE ONLY
4 SOURCE OF FUNDS: NA
5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS [_]
REQUIRED PURSUANT TO ITEM 2(d) OR 2(e):
6 CITIZENSHIP OR PLACE OF Delaware
ORGANIZATION:
NUMBER OF 7 SOLE VOTING POWER: 0
SHARES
BENEFICIALLY 8 SHARED VOTING POWER: 1,880,000
OWNED BY
EACH 9 SOLE DISPOSITIVE POWER: 0
REPORTING
PERSON WITH 10 SHARED DISPOSITIVE 1,880,000
POWER:
11 AGGREGATE AMOUNT BENEFICIALLY 1,880,000
OWNED BY REPORTING PERSON:
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) [_]
EXCLUDES CERTAIN SHARES:
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11): 11%
14 TYPE OF REPORTING PERSON:
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CUSIP No. 636540-106 13D
1 NAME OF REPORTING PERSON: Estrin Equities Limited
Partnership
S.S. OR I.R.S. IDENTIFICATION NO.
OF ABOVE PERSON:
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP: (a) [x]
(b) [_]
3 SEC USE ONLY
4 SOURCE OF FUNDS: NA
5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS [_]
REQUIRED PURSUANT TO ITEM 2(d) OR 2(e):
6 CITIZENSHIP OR PLACE OF Maryland
ORGANIZATION:
NUMBER OF 7 SOLE VOTING POWER: 0
SHARES
BENEFICIALLY 8 SHARED VOTING POWER: 1,495,625
OWNED BY
EACH 9 SOLE DISPOSITIVE POWER: 0
REPORTING
PERSON WITH 10 SHARED DISPOSITIVE 1,495,625
POWER:
11 AGGREGATE AMOUNT BENEFICIALLY 1,495,625
OWNED BY REPORTING PERSON:
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) [_]
EXCLUDES CERTAIN SHARES:
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11): 8.6%
14 TYPE OF REPORTING PERSON:
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CUSIP No. 636540-106 13D
1 NAME OF REPORTING PERSON: Abbey J. Butler
S.S. OR I.R.S. IDENTIFICATION NO.
OF ABOVE PERSON:
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP: (a) [x]
(b) [_]
3 SEC USE ONLY
4 SOURCE OF FUNDS: NA
5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS [_]
REQUIRED PURSUANT TO ITEM 2(d) OR 2(e):
6 CITIZENSHIP OR PLACE OF United States of America
ORGANIZATION:
NUMBER OF 7 SOLE VOTING POWER: 203,177
SHARES
BENEFICIALLY 8 SHARED VOTING POWER: 0
OWNED BY
EACH 9 SOLE DISPOSITIVE POWER: 203,177
REPORTING
PERSON WITH 10 SHARED DISPOSITIVE 0
POWER:
11 AGGREGATE AMOUNT BENEFICIALLY 203,177
OWNED BY REPORTING PERSON:
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) [_]
EXCLUDES CERTAIN SHARES:
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11): 1.2%
14 TYPE OF REPORTING PERSON: IN
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CUSIP No. 636540-106 13D
1 NAME OF REPORTING PERSON: Melvyn J. Estrin
S.S. OR I.R.S. IDENTIFICATION NO.
OF ABOVE PERSON:
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP: (a) [x]
(b) [_]
3 SEC USE ONLY
4 SOURCE OF FUNDS: NA
5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS [_]
REQUIRED PURSUANT TO ITEM 2(d) OR 2(e):
6 CITIZENSHIP OR PLACE OF United States of America
ORGANIZATION:
NUMBER OF 7 SOLE VOTING POWER: 532,879
SHARES
BENEFICIALLY 8 SHARED VOTING POWER: 0
OWNED BY
EACH 9 SOLE DISPOSITIVE POWER: 532,879
REPORTING
PERSON WITH 10 SHARED DISPOSITIVE 0
POWER:
11 AGGREGATE AMOUNT BENEFICIALLY 532,879
OWNED BY REPORTING PERSON:
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) [_]
EXCLUDES CERTAIN SHARES:
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11): 3.1%
14 TYPE OF REPORTING PERSON: IN
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This Amendment No. 34 amends and supplements the Statement
on Schedule 13D filed with the Securities and Exchange Commission on
January 29, 1990, as amended through the date hereof (the "Schedule
13D"), by Centaur Partners IV, Butler Equities II, L.P., Estrin
Equities Limited Partnership (formerly named Estrin Abod Equities
Limited Partnership, "EE"), Abbey J. Butler and Melvyn J. Estrin, with
respect to their ownership of the Common Stock, par value $5.00 per
share, of FoxMeyer Health Corporation (formerly named National
Intergroup, Inc., the "Company"). Unless otherwise indicated, all
capitalized terms used herein shall have the respective meanings
ascribed to them in the Schedule 13D.
ITEM 3. SOURCE AND AMOUNT OF FUNDS OR OTHER CONSIDERATION.
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As a result of the merger, on October 12, 1994, of FoxMeyer
Corporation with and into FoxMeyer Acquisition Corp., a wholly-owned
subsidiary of FoxMeyer Health Corporation (the "Merger"), each of
Messrs. Butler and Estrin received additional shares of Common Stock
in exchange for shares of common stock of FoxMeyer Corporation each
owned prior to the Merger, as described in item 5(c) below. On June
3, 1994, each of Messrs. Butler and Estrin were granted options to
purchase 800,000 shares of Common Stock at $18.25 per share. Twenty-
five percent (25%) of these options become exercisable on June 3, 1995
and on each anniversary thereafter.
ITEM 5. INTEREST IN SECURITIES OF THE ISSUER.
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(a) As of the date of this Amendment No. 34, members of the
Centaur Partners Group owned an aggregate of 4,112,681 shares of
Common Stock, representing approximately 22.7% of the outstanding
shares of Common Stock (based upon 17,091,015 shares of Common Stock
outstanding as of November 10, 1994 as set forth in the Company's
Quarterly Report for the quarter ended September 30, 1994). This
amount excludes an aggregate of 1,600,000 shares of Common Stock
issuable upon the exercise of options, twenty-five percent (25%) of
which become exercisable on June 3, 1995 and on each anniversary
thereafter.
The shares of Common Stock beneficially owned by members of
the Centaur Partners Group are as follows: Centaur IV, 3,376,625
(19.8% of the Outstanding Shares and inclusive of the shares owned
directly by Centaur IV and shares owned directly by EE and BE); BE,
1,880,000 shares of Common Stock (11% of the Outstanding Shares); EE,
1,495,625 shares of Common Stock (8.6% of the Outstanding Shares); Mr.
Butler, 81,137 (2,537 of which are held through Mr. Butler's account
in FoxMeyer Corporation's 401(k) plan), plus presently exercisable
options to purchase 99,440 shares of Common Stock at $16.04 per share
and 22,600 shares of Common Stock at $14.66 per share; and Mr. Estrin,
410,839 (384 shares of which are held through Mr. Estrin's account in
FoxMeyer Corporation's 401(k) plan and 18,080 of which are held by two
trusts for which Mr. Estrin is trustee), plus presently exercisable
options to purchase 99,440 shares of Common Stock at $16.04 per share
and 22,600 shares of Common Stock at $14.66 per share. The foregoing
does not include an aggregate of 1,645,200 shares of Common Stock
issuable upon the exercise of options held by Mr. Estrin and Mr.
Butler, of which 45,200 options become exercisable on May 21, 1995 for
$14.66 per share and 1,600,000 options begin to be exercisable, as
described above, on June 3, 1995. If all of these options were
presently exercisable (or exercisable within 60 days of the date
hereof), Mr. Butler would own 1,025,777 shares of Common Stock (6% of
the Outstanding Shares) and Mr. Estrin would own 1,355,479 shares of
the Common Stock (7.9% of the Outstanding Shares).
Except as set forth in this item 5(a), no member of the
Centaur Partners Group or any of the persons or entities who may be
deemed to control such entities own any shares of Common Stock.
(b) As previously described in the Schedule 13D, each of EE
and BE may be deemed to share with Centaur IV the power to vote and
dispose of the shares of Common Stock owned by EE and BE. EE and BE
each disclaim beneficial ownership of shares of Common Stock owned by
the other and shares of Common Stock or options to purchase such
shares owned by Mr. Estrin or Mr. Butler.
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(c) Mr. Estrin acquired 384 shares of Common Stock in
exchange for 425 shares of common stock of FoxMeyer Corporation as a
result of the Merger. These shares of Common Stock are held through
Mr. Estrin's account in FoxMeyer Corporation's 401(k) plan. The
average price per share of the Common Stock on October 12, 1994 was
$16.06. Mr. Estrin is a trustee of two trusts that held, prior to the
Merger, 20,000 shares of common stock of FoxMeyer Corporation. As a
result of the Merger, these shares were converted into 18,080 shares
of Common Stock. In addition, as a result of the Merger, (i) Mr.
Estrin's options to purchase 110,000 shares of common stock of
FoxMeyer Corporation at $14.50 per share became exercisable for 99,440
shares of Common Stock at $16.04 per share and (ii) Mr. Estrin's
options to purchase 50,000 shares of common stock of FoxMeyer
Corporation at $13.25 per share (50% of which were exercisable at the
time of the merger and 50% of which will become exercisable on May 21,
1995) became options for 45,200 shares of Common Stock at $14.66 per
share.
Mr. Butler acquired 2,537 shares of Common Stock in exchange
for 2,806 shares of common stock of Foxmeyer Corporation as a result
of the Merger. These shares of Common Stock are held through Mr.
Butler's account in FoxMeyer Corporation's 401(k) plan. As a result
of the Merger, Mr. Butler acquired 78,600 shares of Common Stock in
exchange for the 86,948 shares of common stock of FoxMeyer Corporation
held by Mr. Butler prior to the Merger. In addition, as a result of
the Merger, (i) Mr. Butler's options to purchase 110,000 shares of
common stock of FoxMeyer Corporation at $14.50 per share became
exercisable for 99,440 shares of Common Stock at $16.04 per share and
(ii) Mr. Butler's options to purchase 50,000 shares of common stock of
FoxMeyer Corporation at $13.25 per share (50% of which were
exercisable at the time of the merger and 50% of which will become
exercisable on May 21, 1995) became options for 45,200 shares of
Common Stock at $14.66 per share.
Except as set forth in Item 3 and this Item 5, there were no
transactions in securities of the Company effected by any member of
the Centaur Partners Group, or any of the persons or entities who may
be deemed to control such entities, with respect to the shares of
Common Stock beneficially owned by the Centaur Partners Group since
the Merger.
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SIGNATURES
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After reasonable inquiry and to the best of the
undersigned's knowledge and belief, the undersigned certify that the
information set forth in this statement is true, complete and correct.
Dated: February 10, 1995
CENTAUR PARTNERS IV
By: Butler Equities II, L.P.
By: AB Acquisition Corp.
(general partner)
By: /s/ Abbey J. Butler
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Abbey J. Butler, President
By: Estrin Equities Limited
Partnership
By: HSG Acquisition Co.
(general partner)
By: /s/ Melvyn J. Estrin
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Melvyn J. Estrin, President
BUTLER EQUITIES II, L.P.
By: AB Acquisition Corp.
(general partner)
By: /s/ Abbey J. Butler
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Abbey J. Butler, President
ESTRIN EQUITIES LIMITED PARTNERSHIP
By: HSG Acquisition Co.
(general partner)
By: /s/ Melvyn J. Estrin
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Melvyn J. Estrin, President
By: /s/ Abbey J. Butler
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Abbey J. Butler
By: /s/ Melvyn J. Estrin
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Melvyn J. Estrin
