UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13D
Under the Securities Exchange Act of 1934
(Amendment No. )*
Medical Resources, Inc.
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(Name of Issuer)
Common Stock
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(Title of Class of Securities)
564610102
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(CUSIP Number)
Joel L. Rubinstein, Esq.,
c/o Rosenman & Colin LLP, 575 Madison Avenue, New York, NY 10022 (212) 940-8800
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(Name, Address and Telephone Number of Person Authorized to Receive Notices and
Communications)
November 10, 1997
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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 |X|.
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 (the "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. 564610102
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1 NAME OF REPORTING PERSON
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
Cramer Rosenthal McGlynn, Inc.
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2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (a) |_|
(b) |X|
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3 SEC USE ONLY
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4 SOURCE OF FUNDS*
00
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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
New York
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7 SOLE VOTING POWER
NUMBER OF 0
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SHARES 8 SHARED VOTING POWER
BENEFICIALLY
725,430 Shares
OWNED BY --------------------------------------------------------------
9 SOLE DISPOSITIVE POWER
EACH
REPORTING 0
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PERSON 10 SHARED DISPOSITIVE POWER
WITH 725,430 Shares
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11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
725,430 Shares
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12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES*
|_|
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13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
3.4%
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14 TYPE OF REPORTING PERSON*
CO, IA
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*SEE INSTRUCTIONS BEFORE FILLING OUT!
Page 2 of 11
<PAGE>
SCHEDULE 13D
CUSIP No. 564610102
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1 NAME OF REPORTING PERSON
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
CRM Management, Inc.
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2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (a) |_|
(b) |X|
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3 SEC USE ONLY
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4 SOURCE OF FUNDS*
00
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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
New York
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7 SOLE VOTING POWER
NUMBER OF 0
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SHARES 8 SHARED VOTING POWER
BENEFICIALLY
412,300 Shares
OWNED BY --------------------------------------------------------------
9 SOLE DISPOSITIVE POWER
EACH
REPORTING 0
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PERSON 10 SHARED DISPOSITIVE POWER
WITH 412,300 Shares
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11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
412,300 Shares
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12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES*
|_|
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13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
1.9%
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14 TYPE OF REPORTING PERSON*
CO
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*SEE INSTRUCTIONS BEFORE FILLING OUT!
Page 3 of 11
<PAGE>
SCHEDULE 13D
CUSIP No. 564610102
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1 NAME OF REPORTING PERSON
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
CRM Advisors, LLC
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2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (a) |_|
(b) |X|
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3 SEC USE ONLY
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4 SOURCE OF FUNDS*
00
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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
New York
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7 SOLE VOTING POWER
NUMBER OF 0
--------------------------------------------------------------
SHARES 8 SHARED VOTING POWER
BENEFICIALLY
166,900 Shares
OWNED BY --------------------------------------------------------------
9 SOLE DISPOSITIVE POWER
EACH
REPORTING 0
--------------------------------------------------------------
PERSON 10 SHARED DISPOSITIVE POWER
WITH 166,900 Shares
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11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
166,900 Shares
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12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES*
|_|
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13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
.8%
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14 TYPE OF REPORTING PERSON*
OO, IA
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*SEE INSTRUCTIONS BEFORE FILLING OUT!
Page 4 of 11
<PAGE>
Item 1. Security and Issuer
This Statement relates to the shares of Common Stock ("Common Stock") of
Medical Resources, Inc. (the "Company"), a corporation organized under the
laws of the State of Delaware. The principal executive offices of the
Company are located at 1339 Broad Street, Clifton, New Jersey 07013.
Item 2. Identity and Background
(a) Pursuant to Rule 13-d-1(f)(1) promulgated under the Securities
Exchange Act of 1934, as amended (the "Exchange Act"), this Schedule 13D
is being filed by Cramer Rosenthal McGlynn, Inc., a New York corporation
("CRM"), CRM Management, Inc., a New York corporation ("CRM Management")
and CRM Advisors LLC, a New York limited liability company ("CRM
Advisors"). CRM, CRM Management and CRM Advisors (together, the "Reporting
Persons") are making this single, joint filing because they may be deemed
to constitute a "group" within the meaning of Section 13(d)(3) of the
Exchange Act. The Reporting Persons disclaim the existence of a group with
any other investors in the Company and do not affirm the existence of a
group among the Reporting Persons.
(b)-(c)
Cramer Rosenthal McGlynn, Inc.
CRM is a corporation that provides investment advisory services. The
principal business address of CRM is 707 Westchester Avenue, White Plains,
NY 10604. Its telephone number is (212) 838-3830.
CRM Management, Inc.
CRM Management is a corporation that provides investment management
services. The principal business address of CRM Management is 707
Westchester Avenue, White Plains, New York 10604. Its telephone number is
(212) 838-3830.
CRM Advisors, LLC
CRM Advisors is a limited liability company that provides investment
advisory services. The principal business address of CRM Advisors is 707
Westchester Avenue, White Plains, NY 10604. Its telephone number is (212)
838-3830.
The name, business address and present principal occupation or employment
of each of the executive
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<PAGE>
officers, directors and controlling persons of CRM, CRM Management and CRM
Advisors is set forth on Schedule I annexed hereto which is incorporated
herein by reference.
(d) To the best knowledge of the Reporting Persons, during the last five
years, none of the Reporting Persons and none of the persons listed on
Schedule I hereto has been convicted in a criminal proceeding (excluding
traffic violations or similar misdemeanors).
(e) To the best knowledge of the Reporting Persons, during the last five
years, none of the Reporting Persons and none of the persons listed on
Schedule I hereto has been a party to a civil proceeding of a judicial or
administrative body of competent jurisdiction or is subject to any
judgment, decree or final order enjoining future violations of, or
prohibiting or mandating activities subject to, federal or state
securities laws or a finding of any violation with respect to such laws.
Item 3. Source and Amount of Funds or Other Consideration.
The source of funds for each of the Reporting Persons was the respective
personal funds or working capital of their clients or entities they
control. The personal funds and working capital may, at any given time,
include margin loans made by brokerage firms in the ordinary course of
business.
The total cost of the reported securities for each Reporting Person,
including those of their respective clients and entities they control, is
as follows:
CRM $ 6,379,676.00
CRM Management 3,922,129.50
CRM Advisors 1,570,875.00
Item 4. Purpose of Transaction.
On November 10, 1997, the Company announced that its Board of Directors
had accepted the resignation of William D. Farrell from his positions as
President and Chief Operating Officer and a Director of the Company and
the resignation of Gary I. Fields from his positions as Senior Vice
President and General Counsel of the Company. In addition, the Company
stated that its Board of Directors had removed John P. O'Malley from his
positions as Executive Vice President and Chief Financial Officer of the
Company for allegedly failing to fulfill certain of his functions as Chief
Financial Officer. The letter of resignation of Mr. Farrell alleges that
the resignations and removal
Page 6 of 11
<PAGE>
occurred after members of senior management of the Company raised investor
concerns regarding, among other things, related-party transactions
involving certain members of the Company's Board of Directors.
As a result of these distressing events, each of the Reporting Persons is
examining all of its options with respect to the possibility of taking
actions which it believes will enhance shareholder value. Such actions
could include bringing or participating in a shareholder derivative
action, encouraging, participating in or leading a proxy contest to change
the membership of the Company's Board of Directors, and/or encouraging,
participating in or making a tender offer to acquire control of the
Company. Any of such actions could relate to or result in one or more of
the matters referred to in paragraphs (a) through (j) of Item 4 of
Schedule 13D.
Each of the Reporting Persons also retains the right to purchase or
otherwise acquire additional shares of the Common Stock or to sell or
otherwise dispose of shares of Common Stock owned by it, in each case in
open market or privately negotiated transactions or otherwise.
Item 5. Interest in Securities of the Issuer.
(a) CRM (including its clients' individual custodial accounts)
beneficially owns 725,430 shares of Common Stock, representing 3.4% of the
outstanding Common Stock of the Company. CRM Management (including
entities it controls) beneficially owns 412,300 shares of Common Stock,
representing 1.9% of the outstanding Common Stock of the Company. CRM
Advisors (including its clients' individual custodial accounts)
beneficially owns 166,900 shares of Common Stock, representing .8% of the
outstanding Common Stock of the Company. Collectively, the Reporting
Persons (including their clients' individual custodial accounts and
entities they control) own 1,304,630 shares, representing 6.1% of the
outstanding Common Stock of the Company. The percentages listed in this
paragraph are based on the aggregate number of shares of Common Stock
disclosed in the Company's Quarterly Report on Form 10-Q/A for the period
ended June 30, 1997.
(b) By reason of their positions as investment advisors to their
respective advisory clients, CRM and CRM Advisors may be deemed to possess
the power to vote and dispose of the shares of Common Stock beneficially
owned by their respective advisory clients in their individual custodial
accounts. Pursuant to Rule 13d-4 promulgated under the Exchange Act, CRM
and CRM Advisors disclaim beneficial ownership of all
Page 7 of 11
<PAGE>
shares of Common Stock owned by their respective advisory clients.
(c) None.
(d) Not applicable.
(e) Not applicable.
Item 6. Contracts, Arrangements, Understandings or Relationships With Respect to
Securities of the Issuers
None.
Item 7. Material to be Filed as Exhibits
None.
Page 8 of 11
<PAGE>
SIGNATURE
After reasonable inquiry, and to the best of our knowledge and belief, the
undersigned certifies that the information set forth in this statement is true,
complete and correct.
Dated: November 13, 1997
CRAMER ROSENTHAL MCGLYNN, INC.
By: Arthur J. Pergament
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Title: Senior Vice President
CRM MANAGEMENT, INC.
By: Arthur J. Pergament
----------------------------
Title: Senior Vice President
CRM ADVISORS, LLC
By: Arthur J. Pergament
----------------------------
Title: Senior Vice President
Page 9 of 11
<PAGE>
Schedule I
Executive Officers, Directors and Controlling Persons
CRAMER ROSENTHAL MCGLYNN INC.
The name and present principal occupation or employment of each of the
executive officers, directors and controlling persons of CRM is set forth
below. The business address of each such person is 707 Westchester Avenue, White
Plains, NY 10604.
Present Principal
Name and Positions Held Occupation and Employment
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Gerald B. Cramer Chairman and a Director
Ronald H. McGlynn President and CEO and a Director
Edward J. Rosenthal Vice Chairman and a Director
Jay B. Abramson Executive Vice President
and a Director
Fred M. Filoon Senior Vice President and a Director
Arthur J. Pergament Senior Vice President and a Director
Eugene A. Trainor III Senior Vice President, Chief
Financial Officer and a Director
CRM MANAGEMENT, INC.
The name and present principal occupation or employment of each of the
executive officers, directors and controlling persons of CRM Management, Inc.
is set forth below. The business address of each such person is 707 Westchester
Avenue, White Plains, NY 10604.
Present Principal
Name and Positions Held Occupation and Employment
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Gerald B. Cramer Chairman and a Director
Ronald H. McGlynn President and CEO and a Director
Edward J. Rosenthal Vice Chairman and a Director
Jay B. Abramson Executive Vice President
and a Director
Fred M. Filoon Senior Vice President
and a Director
Page 10 of 11
<PAGE>
Arthur J. Pergament Senior Vice President and a Director
Eugene A. Trainor III Senior Vice President, Chief
Financial Officer and a Director
CRM ADVISORS, LLC
The name and present principal occupation or employment of each of the
executive officers, managers and controlling persons of CRM Advisors, LLC is set
forth below. The business address of each such person is 707 Westchester Avenue,
White Plains, NY 10604.
Present Principal
Name and Positions Held Occupation and Employment
- ----------------------- -------------------------
Gerald B. Cramer Chairman and a Manager
Ronald H. McGlynn President and CEO and a Manager
Edward J. Rosenthal Vice Chairman and a Manager
Jay B. Abramson Executive Vice President
and a Manager
Fred M. Filoon Senior Vice President and a Manager
Arthur J. Pergament Senior Vice President and a Manager
Eugene A. Trainor III Senior Vice President, Chief
Financial Officer and a Manager
Page 11 of 11
