SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13D
Under the Securities Exchange Act of 1934*
(Amendment No. 14)
OrNda HealthCorp
----------------
(Name of Issuer)
Common Stock, Par Value $.01 Per Share
--------------------------------------
(Title of Class of Securities)
686857 10 3
-----------
(CUSIP Number)
Peter A. Joseph
Joseph Littlejohn & Levy Fund, L.P.
50 Main Street
Suite 1000
White Plains, NY 10606
(914) 682-2065
with a copy to:
Alan H. Paley, Esq.
Debevoise & Plimpton
875 Third Avenue
New York, NY 10022
(212) 909-6000
---------------------------------------------
(Name, Address and Telephone Number of Person
Authorized to Receive Notices and Communications)
October 16, 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 [ ].
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>
CUSIP NO. 686857 10 3
1. Name Of Reporting Person: Joseph Littlejohn & Levy
Fund, 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) (b) x
--- ---
3. SEC Use Only
4. Source Of Funds: 00
---------
5. Check Box If Disclosure Of Legal Proceedings Is
Required Pursuant To Items 2(d) Or 2(e): _____
6. Citizenship Or Place
Of Organization: Delaware
Number Of Shares Beneficially Owned By Each Reporting
Person With:
7. Sole Voting Power: None
8. Shared Voting Power: 7,111,774
9. Sole Dispositive Power: None
10. Shared Dispositive Power: 7,111,774
11. Aggregate Amount Beneficially
Owned By Each Reporting
Person: 7,111,774
12. Check Box If The Aggregate Amount In Row (11) Excludes
Certain Shares: x
---
13. Percent Of Class Represented
By Amount In Row (11): 12.2%
14. Type of Reporting Person: PN
2
<PAGE>
CUSIP NO. 686857 10 3
1. Name Of Reporting Person: JLL Associates, 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) (b) x
--- ---
3. SEC Use Only
4. Source Of Funds: 00
---------
5. Check Box If Disclosure Of Legal Proceedings Is
Required Pursuant To Items 2(d) Or 2(e): ___
6. Citizenship Or Place
Of Organization: Delaware
Number Of Shares Beneficially Owned By Each Reporting
Person With:
7. Sole Voting Power: None
8. Shared Voting Power: 7,111,774
9. Sole Dispositive Power: None
10. Shared Dispositive Power: 7,111,774
11. Aggregate Amount Beneficially
Owned By Each Reporting
Person: 7,111,774
12. Check Box If The Aggregate Amount In Row (11) Excludes
Certain Shares: x
---
13. Percent Of Class Represented
By Amount In Row (11): 12.2%
14. Type of Reporting Person: PN
3
<PAGE>
CUSIP NO. 686857 10 3
1. Name Of Reporting Person: Peter A. Joseph
S.S. Or I.R.S. Identification
No. Of Above Person:
2. Check the appropriate Box if a Member of a group
(a) (b) x
--- ---
3. SEC Use Only
4. Source Of Funds: 00
---------
5. Check Box If Disclosure Of Legal Proceedings Is
Required Pursuant To Items 2(d) Or 2(e): ___
6. Citizenship Or Place
Of Organization: United States
Number Of Shares Beneficially Owned By Each Reporting
Person With:
7. Sole Voting Power: None
8. Shared Voting Power: 7,111,774
9. Sole Dispositive Power: None
10. Shared Dispositive Power: 7,111,774
11. Aggregate Amount Beneficially
Owned By Each Reporting
Person: 7,111,774
12. Check Box If The Aggregate Amount In Row (11) Excludes
Certain Shares: x
---
13. Percent Of Class Represented
By Amount In Row (11): 12.2%
14. Type of Reporting Person: IN
4
<PAGE>
CUSIP NO. 686857 10 3
1. Name Of Reporting Person: Paul S. Levy
S.S. Or I.R.S. Identification
No. Of Above Person:
2. Check the appropriate Box if a Member of a group
(a) (b) x
--- ---
3. SEC Use Only
4. Source Of Funds: 00
---------
5. Check Box If Disclosure Of Legal Proceedings Is
Required Pursuant To Items 2(d) Or 2(e): ___
6. Citizenship Or Place
Of Organization: United States
Number Of Shares Beneficially Owned By Each Reporting
Person With:
7. Sole Voting Power: 7,787
8. Shared Voting Power: 7,111,774
9. Sole Dispositive Power: 7,787
10. Shared Dispositive Power: 7,111,774
11. Aggregate Amount Beneficially
Owned By Each Reporting
Person: 7,119,561
12. Check Box If The Aggregate Amount In Row (11) Excludes
Certain Shares: x
---
13. Percent Of Class Represented
By Amount In Row (11): 12.2%
14. Type of Reporting Person: IN
5
<PAGE>
AMENDMENT NO. 14 TO SCHEDULE 13D
This Amendment No. 14 to the Schedule 13D, dated May 24, 1991, as amended
through Amendment No. 13, dated October 21, 1996 (as so amended, the "Schedule
13D"), previously filed by Joseph Littlejohn & Levy Fund, L.P., a Delaware
limited partnership ("JLL"); JLL Associates, L.P., a Delaware limited
partnership and sole general partner of JLL ("JLL Associates"); and Peter A.
Joseph and Paul S. Levy, each a general partner of JLL Associates (collectively,
the "Reporting Persons") with respect to the common stock, par value $.01 per
share (each a "Share" and together, "Shares"), of OrNda HealthCorp, a Delaware
corporation (together with its predecessors, the "Issuer"), amends the Schedule
13D as follows:
Item 4 Purpose of Transaction.
The last sentence of the 27th paragraph of Item 4 is hereby amended and restated
as follows:
As of October 16, 1996, JLL and Mr. Martin together possessed, through their
ownership of Shares and options to purchase Shares, approximately 16.2% of the
combined voting power of the outstanding Shares (assuming the exercise of all
such options).
Item 5 Interest in Securities of the Issuer.
Paragraphs (a) and (b) of Item 5 are hereby amended and restated as follows:
(a) (i) JLL is the beneficial owner of 7,111,774 Shares (Including 15,000
options to purchase Shares which will become exercisable on November 29, 1996.
The grantees of these options (5000 options each to Messrs. Joseph, Littlejohn
and Levy, each of whom is a director of the Issuer) have entered into agreements
or arrangements intended to give the economic benefit of such options, when
exercised, to JLL, Inc. the manager of JLL, which may result in an economic
benefit to JLL's investors.), representing approximately 12.2% of the
outstanding Shares (based on the number of Shares outstanding on October 16,
1996);
(ii) By virtue of its position as general partner of JLL, JLL
Associates may be deemed to be the beneficial owner of all of the Shares in
which JLL has direct beneficial ownership;
(iii) By virtue of Mr. Joseph's position as a general partner of JLL
Associates, Mr. Joseph may be deemed to be the beneficial owner of all of the
Shares in which JLL has direct beneficial ownership;
(iv) Mr. Levy is the beneficial owner of 7,119,561 Shares, including
7,787 Shares in which Mr. Levy
6
<PAGE>
is the direct beneficial owner, and the 7,111,774 Shares in which JLL has direct
beneficial ownership.
(v) On the basis of information provided by the Company, Mr. Martin is
the direct beneficial owner of 2,575,000 Shares (including 1,590,000 exercisable
options to purchase Shares). By virtue of the Stockholders Agreement, each of
the Reporting Persons may be deemed to have a beneficial ownership interest in
such Shares. Each of the Reporting Persons disclaims beneficial ownership of the
Shares owned by Mr. Martin.
(vi) On the basis of information provided by the Company, Dr. Pearce
is the beneficial owner of 600,000 Shares (including 200,000 Shares which are
owned by the Dr. M. Lee Pearce Foundation and as to which Dr. Pearce (i) has
sole voting control and (ii) disclaims any beneficial ownership). By virtue of
the Letter Agreement, each of the Reporting Persons may be deemed to have a
beneficial ownership interest in such Shares. Each of the Reporting Persons
disclaims beneficial ownership of the Shares owned by Dr. Pearce.
(b) (i) JLL, JLL Associates, and Messrs. Joseph and Levy have shared power
to vote or dispose of the 7,111,774 Shares in which JLL has direct beneficial
ownership; and
(ii) Mr. Levy has the sole power to vote or dispose of the 7,787
Shares in which Mr. Levy has direct beneficial ownership.
7
<PAGE>
SIGNATURE
After reasonable inquiry and to the best of my knowledge and belief, I
certify that the information set forth in this statement is true, complete and
correct.
Date: October 28, 1996
JOSEPH LITTLEJOHN & LEVY FUND, L.P.
By: JLL Associates, L.P.,
as General Partner
By: /s/ Paul S. Levy
-----------------------------
Name: Paul S. Levy
Title: General Partner
8
<PAGE>
SIGNATURE
After reasonable inquiry and to the best of my knowledge and belief, I
certify that the information set forth in this statement is true, complete and
correct.
Date: October 28, 1996
JLL ASSOCIATES, L.P.
By: /s/ Paul S. Levy
-----------------------------
Name: Paul S. Levy
Title: General Partner
9
<PAGE>
SIGNATURE
After reasonable inquiry and to the best of my knowledge and belief, I
certify that the information set forth in this statement is true, complete and
correct.
Date: October 28, 1996
/s/ Peter A. Joseph
-----------------------------
Peter A. Joseph
10
<PAGE>
SIGNATURE
After reasonable inquiry and to the best of my knowledge and belief, I
certify that the information set forth in this statement is true, complete and
correct.
Date: October 28, 1996
/s/ Paul S. Levy
-----------------------------
Paul S. Levy
11
