SECURITIES & EXCHANGE COMMISSION
Washington, D.C. 20549
----------------------
SCHEDULE 13D*
(Rule 13d-101)
INFORMATION TO BE INCLUDED IN STATEMENTS FILED PURSUANT TO
13d-1(a) AND AMENDMENTS THERETO FILED PURSUANT TO 13d-2(a)
Amendment No. 1
Hanger Orthopedic Group, Inc.
(Name of Issuer)
Common Stock, $0.01 par value
(Title of Class of Securities)
41043F208
(CUSIP Number)
Larry N. Feinberg
C/O Oracle Investment Management, Inc.
200 Greenwich Avenue
Greenwich, Connecticut 06830
(203) 862-7900
(Name, address and telephone number of person
authorized to receive notices and communications)
September 19, 2000
(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(e), 13d-1(f) or 13d-1(g), check
the following box [ ].
NOTE: Schedules filed in paper format shall include a signed original
and five copies of the schedule, including all exhibits. See Rule 13d-7 for
other parties to whom copies are to be sent.
(Continued on following pages)
(Page 1 of 11 Pages)
----------------
*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 the disclosures provided in a prior cover page.
The information required in the remainder of this cover page shall not
be deemed to be "filed" for purposes 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. 41043F208 13D Page 2 of 11 Pages
-----------------------------------------------------------------------------
(1) NAME OF REPORTING PERSONS
I.R.S. IDENTIFICATION NOS.
OF ABOVE PERSONS (ENTITIES ONLY)
Oracle Partners, L.P.
-----------------------------------------------------------------------------
(2) CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP **
(a) [X]
(b) [ ]
-----------------------------------------------------------------------------
(3) SEC USE ONLY
-----------------------------------------------------------------------------
(4) SOURCE OF FUNDS **
WC
-----------------------------------------------------------------------------
(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 (7) SOLE VOTING POWER
-0-
SHARES --------------------------------------------------------------
BENEFICIALLY (8) SHARED VOTING POWER
876,600
OWNED BY --------------------------------------------------------------
EACH (9) SOLE DISPOSITIVE POWER
-0-
REPORTING --------------------------------------------------------------
PERSON WITH (10) SHARED DISPOSITIVE POWER
876,600
-----------------------------------------------------------------------------
(11) AGGREGATE AMOUNT BENEFICIALLY OWNED
BY EACH REPORTING PERSON
876,600
-----------------------------------------------------------------------------
(12) CHECK BOX IF THE AGGREGATE AMOUNT
IN ROW (11) EXCLUDES CERTAIN SHARES ** [ ]
-----------------------------------------------------------------------------
(13) PERCENT OF CLASS REPRESENTED
BY AMOUNT IN ROW (11)
4.6%
-----------------------------------------------------------------------------
(14) TYPE OF REPORTING PERSON **
PN
-----------------------------------------------------------------------------
** SEE INSTRUCTIONS BEFORE FILLING OUT!
<PAGE>
CUSIP No. 41043F208 13D Page 3 of 11 Pages
-----------------------------------------------------------------------------
(1) NAME OF REPORTING PERSONS
I.R.S. IDENTIFICATION NOS.
OF ABOVE PERSONS (ENTITIES ONLY)
Oracle Institutional Partners,
L.P.
-----------------------------------------------------------------------------
(2) CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP **
(a) [X]
(b) [ ]
-----------------------------------------------------------------------------
(3) SEC USE ONLY
-----------------------------------------------------------------------------
(4) SOURCE OF FUNDS **
WC
-----------------------------------------------------------------------------
(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 (7) SOLE VOTING POWER
-0-
SHARES --------------------------------------------------------------
BENEFICIALLY (8) SHARED VOTING POWER
219,400
OWNED BY --------------------------------------------------------------
EACH (9) SOLE DISPOSITIVE POWER
-0-
REPORTING --------------------------------------------------------------
PERSON WITH (10) SHARED DISPOSITIVE POWER
219,400
-----------------------------------------------------------------------------
(11) AGGREGATE AMOUNT BENEFICIALLY OWNED
BY EACH REPORTING PERSON
219,400
-----------------------------------------------------------------------------
(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 **
PN
-----------------------------------------------------------------------------
** SEE INSTRUCTIONS BEFORE FILLING OUT!
<PAGE>
CUSIP No. 41043F208 13D Page 4 of 11 Pages
-----------------------------------------------------------------------------
(1) NAME OF REPORTING PERSONS
I.R.S. IDENTIFICATION NOS.
OF ABOVE PERSONS (ENTITIES ONLY)
Oracle Investment Management,
Inc.
-----------------------------------------------------------------------------
(2) CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP **
(a) [X]
(b) [ ]
-----------------------------------------------------------------------------
(3) SEC USE ONLY
-----------------------------------------------------------------------------
(4) SOURCE OF FUNDS **
AF
-----------------------------------------------------------------------------
(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 (7) SOLE VOTING POWER
-0-
SHARES --------------------------------------------------------------
BENEFICIALLY (8) SHARED VOTING POWER
383,200
OWNED BY --------------------------------------------------------------
EACH (9) SOLE DISPOSITIVE POWER
-0-
REPORTING --------------------------------------------------------------
PERSON WITH (10) SHARED DISPOSITIVE POWER
383,200
-----------------------------------------------------------------------------
(11) AGGREGATE AMOUNT BENEFICIALLY OWNED
BY EACH REPORTING PERSON
383,200
-----------------------------------------------------------------------------
(12) CHECK BOX IF THE AGGREGATE AMOUNT
IN ROW (11) EXCLUDES CERTAIN SHARES ** [ ]
-----------------------------------------------------------------------------
(13) PERCENT OF CLASS REPRESENTED
BY AMOUNT IN ROW (11)
2.0%
-----------------------------------------------------------------------------
(14) TYPE OF REPORTING PERSON **
CO
-----------------------------------------------------------------------------
** SEE INSTRUCTIONS BEFORE FILLING OUT!
<PAGE>
CUSIP No. 41043F208 13D Page 5 of 11 Pages
-----------------------------------------------------------------------------
(1) NAME OF REPORTING PERSONS
I.R.S. IDENTIFICATION NOS.
OF ABOVE PERSONS (ENTITIES ONLY)
Larry N. Feinberg
-----------------------------------------------------------------------------
(2) CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP **
(a) [X]
(b) [ ]
-----------------------------------------------------------------------------
(3) SEC USE ONLY
-----------------------------------------------------------------------------
(4) SOURCE OF FUNDS **
AF
-----------------------------------------------------------------------------
(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 (7) SOLE VOTING POWER
-0-
SHARES --------------------------------------------------------------
BENEFICIALLY (8) SHARED VOTING POWER
1,479,200
OWNED BY --------------------------------------------------------------
EACH (9) SOLE DISPOSITIVE POWER
-0-
REPORTING --------------------------------------------------------------
PERSON WITH (10) SHARED DISPOSITIVE POWER
1,479,200
-----------------------------------------------------------------------------
(11) AGGREGATE AMOUNT BENEFICIALLY OWNED
BY EACH REPORTING PERSON
1,479,200
-----------------------------------------------------------------------------
(12) CHECK BOX IF THE AGGREGATE AMOUNT
IN ROW (11) EXCLUDES CERTAIN SHARES ** [ ]
-----------------------------------------------------------------------------
(13) PERCENT OF CLASS REPRESENTED
BY AMOUNT IN ROW (11)
7.8%
-----------------------------------------------------------------------------
(14) TYPE OF REPORTING PERSON **
IN
-----------------------------------------------------------------------------
** SEE INSTRUCTIONS BEFORE FILLING OUT!
<PAGE>
CUSIP No. 41043F208 13D Page 6 of 11 Pages
Item 1. Security and Issuer.
This Amendment No. 1 ("Amendment No. 1") amends and restates the statement
on Schedule 13D which was filed on April 13, 2000 with respect to the common
stock, $0.01 par value (the "Common Stock") of Hanger Orthopedic Group, Inc.
(the "Company"). The Company's principal executive office is located at 2
Bethesda Metro Center, Suite 1200, Bethesda, Maryland 20814.
Item 2. Identity and Background.
(a) This Amendment No. 1 is filed by:
(i) Oracle Partners, L.P., a Delaware limited partnership ("Oracle
Partners"), with respect to shares of Common Stock directly
owned by it;
(ii) Oracle Institutional Partners, L.P., a Delaware limited
partnership ("Oracle Institutional"), with respect to shares
of Common Stock directly owned by it;
(iii) Oracle Investment Management, Inc., a Delaware corporation
(the "Investment Manager"), which serves as investment manager
to and has investment discretion over the securities held by
SAM Oracle Investments Inc., a British Virgin Islands
corporation ("SAM Oracle"), with respect to shares of Common
Stock directly owned by Sam Oracle and Oracle Offshore
Limited, a Cayman Islands corporation ("Oracle Offshore"), with
respect to shares of Common Stock directly owned by Oracle
Offshore; and
(iv) Mr. Larry N. Feinberg ("Mr. Feinberg"), which serves as the
general partner of Oracle Partners and Oracle Institutional
(together, the "Partnerships"), and is the sole shareholder and
president of the Investment Manager, with respect to shares of
Common Stock directly owned by the Partnerships, SAM Oracle
and Oracle Offshore.
The foregoing persons are hereinafter sometimes collectively referred to
as the "Reporting Persons." Any disclosures herein with respect to persons
other than the Reporting Persons are made on information and belief after
making inquiry to the appropriate party.
(b) The address of the principal business and principal office of each
of the Partnerships and the Investment Manager is 200 Greenwich Avenue,
Greenwich, Connecticut 06830. The business address of Mr. Feinberg is 200
Greenwich Avenue, Greenwich, Connecticut, 06830.
(c) The principal business of each of the Partnerships is to invest in
securities. The principal business of the Investment Manager is to serve as an
investment manager to and exercise investment discretion over securities held
by SAM Oracle and Oracle Offshore. Mr. Feinberg is the general partner of the
Partnerships and the sole shareholder and president of the Investment Manager.
(d) None of the Reporting Persons has, during the last five years,
been convicted in a criminal proceeding (excluding traffic violations or
similar misdemeanors).
<PAGE>
CUSIP No. 41043F208 13D Page 7 of 11 Pages
(e) None of the Reporting Persons has, during the last five years, been
a party to a civil proceeding of a judicial or administrative body of competent
jurisdiction and, as a result of such proceeding, was, or is subject to, a
judgment, decree or final order enjoining future violations of, or prohibiting
or mandating activities subject to, Federal or State securities laws or finding
any violation with respect to such laws.
(f) Each of the Partnerships and the Investment Manager is organized
under the laws of the State of Delaware. Mr. Feinberg is a citizen of the
United States of America.
Item 3. Source and Amount of Funds and Other Consideration.
The aggregate number of shares of Common Stock, to which this Amendment
No. 1 relates, purchased and held and the net investment cost of such shares is
as follows:
Aggregate # Net Investment
Name of Shares Cost
-------------------- ----------- --------------
Oracle Partners 876,600 $4,473,286
Oracle Institutional 219,400 $1,121,803
SAM Oracle 268,800 $1,375,528
Oracle Offshore 114,400 $ 557,635
Investment Manager 0 $ 0
Mr. Feinberg 0 $ 0
The Investment Manager and Mr. Feinberg do not directly own any shares of
Common Stock. The shares of Common Stock are held directly by the Partnerships
over which Mr. Feinberg exercises investment discretion, and by SAM Oracle and
Oracle Offshore over each of which the Investment Manager, and ultimately Mr.
Feinberg, exercises investment discretion. The 1,479,200 shares of Common
Stock held in the aggregate by the Partnerships, SAM Oracle and Oracle Offshore
were purchased in open market transactions at an aggregate cost of $7,528,252.
The funds for the purchase of the shares of Common Stock held in the
Partnerships came from capital contributions to the Partnerships by their
general partner and limited partners. The funds for the purchase of the shares
of Common Stock held by each of SAM Oracle and Oracle Offshore came from
capital contributions by their respective shareholders. The Common Stock
beneficially owned by the Reporting Persons are held in margin accounts at
Morgan Stanley & Co., Inc. Since other securities are held in such margin
accounts, it is not possible to determine the amount of margin used, if any,
with respect to the Common Stock purchased and reported herein.
Item 4. Purpose of the Transaction.
The shares of Common Stock deemed to be beneficially owned by Mr. Feinberg
and the Investment Manager were acquired by the Partnerships, SAM Oracle and
Oracle Offshore for, and are being held for, investment purposes. The shares
of Common Stock were acquired in the ordinary course of business and not for
the purpose of acquiring control of the Company. The Investment Manager or Mr.
Feinberg may in the future directly acquire shares of Common Stock in open
market transactions, block purchases or otherwise. The Partnerships, SAM
<PAGE>
CUSIP No. 41043F208 13D Page 8 of 11 Pages
Oracle and Oracle Offshore may acquire additional shares of Common Stock or
continue to hold or dispose of all or some of the shares reported herein from
time to time, in each case in open market transactions, block sales or
purchases or otherwise. None of the Reporting Persons has any plans or
proposals which relate to, or could result in, any of the matters referred to
in paragraphs (b) through (j), inclusive, of Item 4 of the Schedule 13D. Each
of the Reporting Persons may, at any time and from time to time, review or
reconsider his or its position and formulate plans or proposals with respect
thereto, but has no present intention of doing so.
Item 5. Interest in Securities of the Issuer.
(a) The aggregate number and percentage of shares of Common Stock
beneficially owned by each Reporting Person is enumerated below.
Number of Shares Percentage of
Name of Common Stock Common Stock
-------------------- ---------------- -------------
Oracle Partners 876,600 4.6%
Oracle Institutional 219,400 1.2%
Investment Manager 383,200 2.0%
Mr. Feinberg 1,479,200 7.8%
The approximate percentage of shares of Common Stock beneficially
owned by each Reporting Person is based on the Company's most recent Form 10-Q
filed with the Securities and Exchange Commission for the quarterly period
ended June 30, 2000, which indicates that as of August 8, 2000 there were
18,910,002 shares of the Company's Common Stock outstanding.
(b) The sole or shared power to vote or dispose of, or to direct the vote
or disposition of the Common Stock with respect to each Reporting Person noted
in paragraph (a) of this Item 5 is as set forth on the cover sheets of this
Amendment No.1.
The Investment Manager does not directly own any of the Common Stock.
The Investment Manager, however, may be deemed to beneficially own 383,200
shares of Common Stock by virtue of its investment advisory relationship with
SAM Oracle and Oracle Offshore, pursuant to which the Investment Manager
provides discretionary investment advisory services to these entities.
Mr. Feinberg does not directly own any of the Common Stock. Mr.
Feinberg, however, may be deemed to beneficially own 1,479,200 shares of Common
Stock by virtue of serving as the general partner of the Partnerships, and
being the president and sole shareholder of the Investment Manager.
<PAGE>
CUSIP No. 41043F208 13D Page 9 of 11 Pages
(c) The following is a list of transactions involving the shares of
Common Stock of the Company, engaged in during the 60 day period prior to and
including September 19, 2000 by the Reporting Persons named herein, Sam Oracle
and Oracle Offshore.
No. of Shares
Name Date Purchased/(Sold) Price/Share
------------------------- -------- ---------------- -----------
Oracle Partners 07/24/00 14,100 4.2500
09/14/00 14,900 4.2500
09/18/00 12,700 4.2500
09/19/00 5,700 4.2500
Oracle Institutional 07/24/00 3,800 4.2500
09/14/00 4,000 4.2500
09/18/00 3,400 4.2500
09/19/00 1,500 4.2500
SAM Oracle 07/24/00 3,800 4.2500
09/14/00 4,000 4.2500
09/18/00 3,400 4.2500
09/19/00 1,500 4.2500
Oracle Offshore 07/24/00 1,800 4.2500
09/14/00 2,100 4.2500
09/18/00 1,700 4.2500
09/19/00 800 4.2500
Investment Manager none none none
Mr. Feinberg none none none
The Common Stock purchases listed above were made through brokerage
transactions in the open market in the ordinary course of business.
(d) Sam Oracle and Oracle Offshore, each clients of the Investment
Manager, have the right to receive and the power to direct the receipt of
dividends from, and proceeds from the sale of, the securities reported in
this Amendment No. 1.
<PAGE>
CUSIP No. 41043F208 13D Page 10 of 11
Pages
(e) Not applicable.
Item 6. Contracts, Arrangements, Understandings or
Relationships with Respect to Securities of the Issuer.
Other than the Joint Acquisition Statement attached to the statement on
Schedule 13D which was filed on April 13, 2000 with respect to the Common Stock
of the Company, there are no contracts, arrangements, understandings or
relationships (legal or otherwise) among the Reporting Persons named in Item 2
of this statement and between such Reporting Persons and any person with
respect to any securities of the Company, including but not limited to transfer
or voting of any of the securities, finder's fees, joint ventures, loan or
option arrangements, puts or calls, guarantees of profits, division of profits
or loss, or the giving or withholding of proxies.
Item 7. Materials to be Filed as Exhibits.
None
<PAGE>
CUSIP No. 41043F208 13D Page 11 of 11
Pages
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.
DATED: September 29, 2000
/s/ Larry N. Feinberg
--------------------------------------
Larry N. Feinberg, individually and as
general partner of
Oracle Partners, L.P.,
general partner of
Oracle Institutional Partners, L.P.,
and president of
Oracle Investment Management, Inc.
