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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
-------------
(Amendment No. 39)
Avatex Corporation
(formerly named FoxMeyer Health Corporation)
- --------------------------------------------------------------------------
(Name of Issuer)
Common Stock, par value $5.00 per 636540-106
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
- --------------------------------------------------------------------------
(Name, address and telephone number of person authorized to receive
notices and communications)
December 31, 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 10 Pages)
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CUSIP No. 636540106 13D Page 2 of 10
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 NA
FUNDS:*
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: 8,000**
OWNED BY
EACH 9 SOLE DISPOSITIVE POWER: 1,000
REPORTING
PERSON WITH 10 SHARED DISPOSITIVE 8,000**
POWER:
11 AGGREGATE AMOUNT BENEFICIALLY
OWNED BY REPORTING PERSON: 8,000**
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) [_]
EXCLUDES CERTAIN SHARES:*
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11): .06%
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 3 of 10
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 NA
FUNDS:*
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: 7,000**
OWNED BY
EACH 9 SOLE DISPOSITIVE POWER: -0-**
REPORTING
PERSON WITH 10 SHARED DISPOSITIVE 7,000**
POWER:
11 AGGREGATE AMOUNT BENEFICIALLY
OWNED BY REPORTING PERSON: 7,000**
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) [_]
EXCLUDES CERTAIN SHARES:*
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11): .05%
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 4 of 10
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 PF
FUNDS:*
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: 1,189,730**
SHARES
BENEFICIALLY 8 SHARED VOTING POWER: -0-**
OWNED BY
EACH 9 SOLE DISPOSITIVE POWER: 1,189,730**
REPORTING
PERSON WITH 10 SHARED DISPOSITIVE -0-**
POWER:
11 AGGREGATE AMOUNT BENEFICIALLY
OWNED BY REPORTING PERSON: 1,189,730**
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) [_]
EXCLUDES CERTAIN SHARES:*
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11): 8.62%
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 5 of 10
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 NA
FUNDS:*
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: 314,211**
SHARES
BENEFICIALLY 8 SHARED VOTING POWER: -0-**
OWNED BY
EACH 9 SOLE DISPOSITIVE POWER: 314,211**
REPORTING
PERSON WITH 10 SHARED DISPOSITIVE -0-**
POWER:
11 AGGREGATE AMOUNT BENEFICIALLY
OWNED BY REPORTING PERSON: 314,211**
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) [_]
EXCLUDES CERTAIN SHARES:*
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11): 2.28%
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. 39 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 Avatex Corporation (formerly named FoxMeyer Health
Corporation, 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. 39, members of the
Centaur Partners Group owned an aggregate of 1,511,941 shares of
Common Stock, representing approximately 10.95% of the outstanding
shares of Common Stock (based upon 13,805,988 shares outstanding as of
November 11, 1996 as set forth in the Company's Quarterly Report for
the quarterly period ended September 30, 1996). The 1,511,941 shares
of Common Stock exclude an aggregate of 1,989,280 shares of Common
Stock issuable upon the exercise of options, 663,092 of which will
become exercisable on August 12, 1997, 663,092 of which will become
exercisable on February 12, 1998 and 663,092 of which will become
exercisable on August 12, 1998.
The shares of Common Stock beneficially owned by members of
the Centaur Partners Group are as follows: Centaur IV, 8,000
(approximately .058% of the outstanding shares of Common Stock as of
November 11, 1996 and inclusive of the shares owned directly by
Centaur IV and shares owned directly by EE); EE, 7,000 shares of
Common Stock (approximately .05% of the outstanding shares of Common
Stock as of November 11, 1996); Mr. Butler, 1,189,730 (4,130 of which
are held through Mr. Butler's account in FoxMeyer Corporation's 401(k)
plan); and Mr. Estrin, 314,211 (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). The
foregoing does not include an aggregate 1,989,280 shares of Common
Stock issuable upon the exercise of options held by Mr. Estrin and Mr.
Butler which options vest as described above. If all of the options
held by Messrs. Butler and Estrin were exercised, Mr. Butler would own
2,184,370 shares of Common Stock (approximately 13.83% of the
outstanding shares of Common Stock as of November 11, 1996) and Mr.
Estrin would own 1,308,851 shares of the Common Stock (approximately
8.29% of the outstanding shares of Common Stock as of November 11,
1996).
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. BE
disclaims beneficial ownership of shares of Common Stock owned by EE
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 EE and
Mr. Estrin are subject to an amended and restated Demand Note and
Security Agreement (the "EE Security Agreement"), dated as of
December 16, 1996, between EE and Jefferies Group, Inc., a Delaware
corporation ("Jefferies Group"). Pursuant to the terms of the EE
Security Agreement, EE has agreed to pay on demand to the order of
Jefferies Group $1,968,460.39 (plus interest). The remaining balance
under the EE Security Agreement is $1,918,460.39. The EE Security
Agreement provides for EE to make monthly mandatory prepayments of
between $50,000
6
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and $100,000, together with all accrued and unpaid interest thereon.
The EE Security Agreement also grants to Jefferies Group a security
interest in and lien on, among other collateral, all of the shares of
Common Stock directly held by EE and Mr. Estrin. In the event of the
nonpayment of any of the obligations of EE under the EE Security
Agreement, Jefferies Group may, among other things, sell or otherwise
dispose of the shares of Common Stock owned by EE and Mr. Estrin in
one or more sales and at such price or prices and on such terms as
Jefferies Group may determine.
Except as set forth in 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 filing of Amendment No. 39 to the Schedule 13D.
ITEM 7. MATERIALS TO BE FILED AS EXHIBITS.
---------------------------------
Information concerning transactions in the shares of Common
Stock effected by any members of the Centaur Partners Group during the
sixty days prior to the date of the event requiring this filing is
filed herewith as Exhibit 1 to this Schedule 13D.
7
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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 14, 1997
CENTAUR PARTNERS IV
By: Butler Equities II, L.P.
By: AB Acquisition Corp.
(general partner)
By: /s/ Abbey J. Butler
---------------------------
Abbey J. Butler, President
By: Estrin Equities Limited
Partnership
By: HSG Acquisition Corp.
(general partner)
By: /s/ Melvyn J. Estrin
---------------------------
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
---------------------------
Melvyn J. Estrin, President
/s/ Melvyn J. Estrin
---------------------------
Melvyn J. Estrin
/s/ Abbey J. Butler
---------------------------
Abbey J. Butler
8
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EXHIBIT INDEX
Exhibit No. Description
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1 Information concerning transactions in
the shares of Common Stock effected by
any members of the Centaur Partners
Group during the sixty days prior to the
date of the event requiring this filing
is filed herewith as Exhibit 1 to this
Schedule 13D.
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NYFS05...:\35\64935\0001\2150\SCH0296L.47A
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EXHIBIT 1
Information concerning transactions in the shares of Common Stock
effected by any members of the Centaur Partners Group during the sixty
days prior to the date of the event requiring this filing is filed
herewith as Exhibit 1 to this Schedule 13D.
The following transactions were effected on the New York
Stock Exchange, Inc. The price per share excludes brokerage
commissions.
Date of Price
Name Sale Shares Sold per share
---- ---- ----------- ---------
Butler Equities II L.P. 12/31/96 50,000 $1.75
12/20/96 50,000 $1.75
12/17/96 50,000 $2.06
In addition to the above, Butler Equities II L.P.
distributed 1,738,000 shares of Common Stock to the holders of partner
interests in Butler Equities II L.P. effective as of December 31,
1996. After such distribution, Butler Equities II L.P. held no shares
of Common Stock.
NYFS05...:\35\64935\0001\2150\SCH0296L.47A
