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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. 35)
FoxMeyer Health Corporation
(formerly named National Intergroup, Inc.)
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(Name of Issuer)
Common Stock, par value 636540-106
$5.00 per share
- ----------------------------------- -----------------------------------
(Title of class of securities) (CUSIP number)
Stephen E. Jacobs
Weil, Gotshal & Manges LLP, 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)
July 9, 1996
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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: When filing this statement in paper format, six copies of this
statement, including 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 page(s))
(Page 1 of Pages)
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CUSIP No. 636540-106 13D Page of
1 NAME OF REPORTING PERSON:
S.S. OR I.R.S. IDENTIFICATION NO.
OF ABOVE PERSON:
CENTAUR PARTNERS IV
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
ORGANIZATION: NEW YORK
NUMBER OF 7 SOLE VOTING POWER: 1,000
SHARES
BENEFICIALLY 8 SHARED VOTING POWER: 3,049,616**
OWNED BY
EACH 9 SOLE DISPOSITIVE POWER: 1,000
REPORTING
PERSON WITH 10 SHARED DISPOSITIVE
POWER: 3,049,616**
11 AGGREGATE AMOUNT BENEFICIALLY
OWNED BY REPORTING PERSON: 3,049,616**
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) [_]
EXCLUDES CERTAIN SHARES:*
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11): 18.18%
14 TYPE OF REPORTING PERSON:* PN
*SEE INSTRUCTIONS BEFORE FILLING OUT!
** See Item 5 of this Schedule 13D
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CUSIP No. 636540-106 13D Page of
1 NAME OF REPORTING PERSON:
S.S. OR I.R.S. IDENTIFICATION NO.
OF ABOVE PERSON:
BUTLER EQUITIES II, L.P.
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
ORGANIZATION: DELAWARE
NUMBER OF 7 SOLE VOTING POWER: -0-**
SHARES
BENEFICIALLY 8 SHARED VOTING POWER: 1,888,000**
OWNED BY
EACH 9 SOLE DISPOSITIVE POWER: -0-**
REPORTING
PERSON WITH 10 SHARED DISPOSITIVE
POWER: 1,888,000**
11 AGGREGATE AMOUNT BENEFICIALLY
OWNED BY REPORTING PERSON: 1,888,000**
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) [_]
EXCLUDES CERTAIN SHARES:*
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11): 11.26%
14 TYPE OF REPORTING PERSON:* PN
*SEE INSTRUCTIONS BEFORE FILLING OUT!
** See Item 5 of this Schedule 13D
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CUSIP No. 636540-106 13D Page of
1 NAME OF REPORTING PERSON:
S.S. OR I.R.S. IDENTIFICATION NO.
OF ABOVE PERSON:
ESTRIN EQUITITIES LIMITED PARTNERSHIP
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
ORGANIZATION: MARYLAND
NUMBER OF 7 SOLE VOTING POWER: -0-**
SHARES
BENEFICIALLY 8 SHARED VOTING POWER: 1,160,616**
OWNED BY
EACH 9 SOLE DISPOSITIVE POWER: -0-**
REPORTING
PERSON WITH 10 SHARED DISPOSITIVE
POWER: 1,160,616**
11 AGGREGATE AMOUNT BENEFICIALLY
OWNED BY REPORTING PERSON: 1,160,616**
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) [_]
EXCLUDES CERTAIN SHARES:*
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11): 6.92%
14 TYPE OF REPORTING PERSON:* PN
*SEE INSTRUCTIONS BEFORE FILLING OUT!
** See Item 5 of this Schedule 13D
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CUSIP No. 636540-106 13D Page of
1 NAME OF REPORTING PERSON:
S.S. OR I.R.S. IDENTIFICATION NO.
OF ABOVE PERSON:
ABBEY J. BUTLER
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
ORGANIZATION: UNITED STATES OF AMERICA
NUMBER OF 7 SOLE VOTING POWER: 734,370**
SHARES
BENEFICIALLY 8 SHARED VOTING POWER: -0-**
OWNED BY
EACH 9 SOLE DISPOSITIVE POWER: 734,370**
REPORTING
PERSON WITH 10 SHARED DISPOSITIVE
POWER: -0-**
11 AGGREGATE AMOUNT BENEFICIALLY
OWNED BY REPORTING PERSON: 734,370**
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) [_]
EXCLUDES CERTAIN SHARES:*
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11): 4.38%
14 TYPE OF REPORTING PERSON:* IN
*SEE INSTRUCTIONS BEFORE FILLING OUT!
** See Item 5 of this Schedule 13D
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CUSIP No. 636540-106 13D Page of
1 NAME OF REPORTING PERSON:
S.S. OR I.R.S. IDENTIFICATION NO.
OF ABOVE PERSON:
MELVYN J. ESTRIN
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
ORGANIZATION: UNITED STATES OF AMERICA
NUMBER OF 7 SOLE VOTING POWER: 958,851**
SHARES
BENEFICIALLY 8 SHARED VOTING POWER: -0-**
OWNED BY
EACH 9 SOLE DISPOSITIVE POWER: 958,851**
REPORTING
PERSON WITH 10 SHARED DISPOSITIVE
POWER: -0-**
11 AGGREGATE AMOUNT BENEFICIALLY
OWNED BY REPORTING PERSON: 958,851**
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) [_]
EXCLUDES CERTAIN SHARES:*
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11): 5.72%
14 TYPE OF REPORTING PERSON:* IN
*SEE INSTRUCTIONS BEFORE FILLING OUT!
** See Item 5 of this Schedule 13D
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This Amendment No. 35 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 indicted, all
capitalized terms used herein shall have the respective meanings
ascribed to them in the Schedule 13D.
ITEM 5. INTEREST IN SECURITIES OF THE ISSUER.
------------------------------------
(a) As of the date of this Amendment No. 35, members of the
Centaur Partners Group owned an aggregate of 4,742,837 shares of
Common Stock, representing approximately 26.55% of the outstanding
shares of Common Stock (based upon 17,862,058 shares of Common Stock
consisting of 16,772,778 shares outstanding as of June 28, 1996 as set
forth in the Company's Annual Report for the fiscal year ended March
31 1996 and 1,089,280 shares of Common Stock, assuming the exercise
of immediately exerciseable options to purchase 1,089,280 shares of
Common Stock held by members of the Centaur Partners Group). The
4,742,837 shares of Common Stock excludes (i) an aggregate of 100,000
shares of Common Stock issuable upon the exercise of options, 33,333 of
which will become exercisable on September 27, 1996, 33,333 of which
will become exercisable on September 27, 1997, and 33,333 of which will
become exercisable on September 27, 1998 and (ii) an aggregate of 800,000
shares of Common Stock issuable upon the exercise of options, 400,000 of
which will become exercisable on June 3, 1997 and 400,000 of which will
become exercisable on June 3, 1998.
The shares of Common Stock beneficially owned by members of
the Centaur Partners Group are as follows: Centaur IV, 3,049,616
(18.18% of the outstanding shares of Common Stock as of June 28, 1996
and inclusive of the shares owned directly by Centaur IV and shares
owned directly by EE and BE); BE, 1,888,000 shares of Common Stock
(11.26% of the outstanding shares of Common Stock as of June 28,
1996); EE, 1,160,616 shares of Common Stock (6.92% of the outstanding
shares of Common Stock as of June 28, 1996); Mr. Butler, 189,730
(4,130 of which are held through Mr. Butler's account in FoxMeyer
Corporation's 401(k) plan), plus presently exercisable options to
purchase 544,640 shares of Common Stock; and Mr. Estrin, 414,211 (3,756
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 544,640 shares of Common Stock. The foregoing does not
include an aggregate 900,000 shares of Common Stock issuable upon the
exercise of options held by Mr. Estrin and Mr. Butler, of which options
to acquire 100,000 shares of Common Stock begin to be exercisable, as
described above, on September 27, 1996 and options to acquire 800,000
shares of Common Stock begin to be exercisable, as described above, on
June 3, 1997. If all of the options (including the presently exerciseable
options to acquire 1,089,280 shares of Common Stock and the options not
presently exerciseable or exercisable within 60 days of the date hereof
to acquire 900,000 shares of Common Stock) were exercised, Mr. Butler
would own 1,184,370 shares of Common Stock (6.31% of the outstanding
shares of Common Stock as of June 28, 1996 assuming the exercise of
presently exerciseable options to acquire 1,089,280 shares of Common
Stock and the exercise of not presently exerciseable options to acquire
900,000 shares of Common Stock) and Mr. Estrin would own 1,408,851
shares of the Common Stock (7.51% of the outstanding shares of Common
Stock as of June 28, 1996 assuming the exercise of presently exerciseable
options to acquire 1,089,280 shares of Common Stock and the exercise
of not presently exerciseable options to acquire 900,000 shares of
Common Stock).
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.
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(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. The shares of Common Stock
held by BE are subject to margin agreements with Smith, Barney Inc.
("Smith Barney"), Bear, Stearns & Co., Jefferies & Co. Inc.
("Jefferies"), and Donaldson, Lufkin & Jenrette Securities, Inc.
("DLJ"), with terms customary to such agreements. The shares of
Common Stock held by EE are subject to margin agreements with Smith
Barney, DLJ, Jefferies and Legg, Mason, Wood, Walker, Incorporated,
with terms customary to such agreements.
(c) The information concerning transactions in shares of
Common Stock by any of the members of the Centaur Partners Group
during the past sixty days is set forth on Exhibit 1 attached hereto
and incorported herein by reference.
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.
Item 7. Materials to be Files as Exhibits
---------------------------------
Information concerning transactions in the shares of Common
Stock effected by any of the members of the Centaur Partners Group
during the past sixty days is filed herewith as Exhibit 1 to this
Schedule 13D.
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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: July 11, 1996
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 Corp.
(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 Corp.
(general partner)
By: /s/ Melvyn J. Estrin
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Melvyn J. Estrin, President
/s/ Melvyn J. Estrin
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Melvyn J. Estrin
/s/ Abbey J. Butler
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Abbey J. Butler
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EXHIBIT INDEX
EXHIBIT NO. DESCRIPTION
1 Information concerning transactions in the shares of Common
Stock effected by any of the members of the Centaur Partners Group
during the past sixty days is filed herewith as Exhibit 1 to this
Schedule 13D.
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Exhibit 1
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Information Concerning Transactions in
Shares of Common Stock Effected
by any Members of the Centaur Partners
Group During the Past Sixty Days
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The following transactions were effected on the New York Stock
Exchange, Inc. The price per share excludes brokerage commissions.
Name Date of Shares Price
---- Sale Sold Per Share
------- ------ ---------
Estrin 7/9/96 60,000 $ 10 1/4
Equities
Limited
Partnership
7/10/96 12,500 9 1/8
7/10/96 9,000 9
7/10/96 3,000 8 3/4
7/10/96 39,500 8 5/8
7/10/96 60,000 8 7/8
NYFS05...:\35\64935\0001\2150\SCH7096V.040
