UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13D
Under the Securities Exchange Act of 1934
(Amendment No. 3)*
Medical Resources, Inc.
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(Name of Issuer)
Common Stock, $.01 Par Value
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(Title of Class of Securities)
58461Q102
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(CUSIP Number)
Mel Personti-O'Neill
920 King Street, Wilmington, Delaware 19801
(302)888-7502
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(Name, Address and Telephone Number of Person Authorized
to Receive Notices and Communications)
September 30, 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 [ ].
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: 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.)
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SCHEDULE 13D
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CUSIP No. 58461Q102 Page 2 of 6 Pages
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1 NAME OF REPORTING PERSON
HHH Investments Limited Partnership, a Delaware limited partnership
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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*
Affiliate
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5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) or 2|_|
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6 CITIZENSHIP OR PLACE OF ORGANIZATION
State of Delaware, United States of America
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Number of 7 SOLE VOTING POWER (1) 1,330,000 SHARES OF COMMON STOCK
(2) NONE
Shares ------------------------------------------------------------------------------
Beneficially 8 SHARED VOTING POWER 1,330,000 SHARES OF COMMON STOCK
Owned by ------------------------------------------------------------------------------
Each 9 SOLE DISPOSITIVE POWER (1) 1,330,000 SHARES OF COMMON STOCK
Reporting (2) NONE
Person ------------------------------------------------------------------------------
With 10 SHARED DISPOSITIVE POWER 1,330,0009 SHARES OF COMMON STOCK
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11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
(1) and (2): 1,330,000 SHARES OF COMMON STOCK
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12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES* |x|
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13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
6.2 % of Common Stock Outstanding as of August 1, 1997
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14 TYPE OF REPORTING PERSON*
Partnership
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*SEE INSTRUCTIONS BEFORE FILLING OUT!
INCLUDE BOTH SIDES OF THE COVER PAGE, RESPONSES TO ITEMS 1-7
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Cusip: 58461Q102 Page 3 of 6 Pages
ATTACHMENT
ITEM 1. SECURITY AND ISSUER
This report relates to the Common Stock with $.01 par value of Medical
Resources, Inc. (the "Company") whose principal office is located at 155 State
St, Hackensack New Jersey 07601.
ITEM 2. IDENTITY AND BACKGROUND
(a) Name: 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 HHH Investments Limited Partnership, a
Delaware Limited Partnership ("HHH"). HHH and the entities disclosed
in Item 6 may be deemed to constitute a "group" within the meaning
of Section 13(d)(3) of the Exchange Act. HHH disclaims the existence
of a group with any other investors in the Company and do not affirm
the existence of a group among the entities disclosed in Item 6.
(b) Business Address: 920 King St., Wilmington, DE 19801
(c) Present Principal Occupation: None
(d) Convictions: None
(e) Suits and Proceedings: None
(f) Citizenship: U.S.A.
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Cusip: Cusip: 58461Q102 Page 4 of 6 Pages
ITEM 3. SOURCE AND AMOUNT OF FUNDS OR OTHER CONSIDERATION
The general partner of the reporting person is HHH Investments
Corporation, a Delaware corporation, with a 1% beneficial interest. The
president of the general partner is Francis D. Hussey, Jr. The stock of the
general partner is entirely owned by Francis D. Hussey, Jr. and Mary Pat Hussey,
as an estate by the entireties.
The limited partners of the reporting person are as follows: Francis D.
Hussey, Jr. and Mary Pat Hussey, as an estate by the entireties, with a 24%
beneficial interest; F. Desmond Hussey III with a 25% beneficial interest; Sean
M. Hussey with a 25% beneficial interest; and Anne C. Hussey with a 25%
beneficial interest.
The acquisition of the securities owned by the reporting person, described
previously, was based on assignment from Magnetic Scans, Inc., a Florida
corporation. Magnetic Scans, Inc. is owned by the following persons: Francis D.
Hussey, Jr. and Mary Pat Hussey, as an estate by the entireties, with a 25%
interest; F. Desmond Hussey III with a 25% interest; Sean M. Hussey with a 25%
interest; and Anne C. Hussey with a 25% interest.
The shares held by Magnetic Scans, Inc. were acquired from New England
MRI, Inc. New England MRI is incorporated as a Florida corporation entirely
owned by Robert J. Swanson. The shares owned by New England MRI, Inc. were
acquired as follows: 1,200,000 acquired directly from Medical Resources, Inc. as
consideration for the sale of two MRI centers located in Fort Myers, Florida;
and 130,000 shares were acquired by New England MRI in an independent
transaction for 200,000 related to subsequent earnings. Of the 200,000 earned,
70,000 were assigned, as a bonus, to an unrelated party prior to their delivery.
New England MRI transferred the above referenced shares to Magnetic Scans, Inc.
in return for the extinguishment of a note from New England MRI and is sole
shareholder to Magnetic Scans, Inc. Said note was in consideration of an asset
purchase by New England MRI of two MRI centers located in Fort Myers, Florida.
ITEM 4. PURPOSE OF THE 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 occurred
after members of senior management of the Company raised investor concerns
regarding, among otherthings, related-party transactions involving certain
members of the Company's Board of Directors.
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Cusip: Cusip: 58461Q102 Page 5 of 6 Pages
The Reporting Person has concerns relating to these distressing events.
Accordingly, 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
The HHH Investment Limited Partnership would be deemed to be the
beneficial owner of 1,330,000 shares of common stock of the company.
ITEM 6. CONTRACTS, ARRANGEMENTS, UNDERSTANDINGS OR RELATIONSHIPS WITH
RESPECT TO SECURITIES OF THE ISSUER
The individuals who are the limited partners of the reporting person are
also the sole share holders of the MRI Center of Jacksonville, Inc. The MRI
Center of Jacksonville is the owner of 215,000 shares of unregistered common
stock of the company acquired out of this sale of an MRI center in Jacksonville,
Florida to the company. These shares are not included in the aggregate amount
listed in Row 11.
The individuals who are the limited partners of the reporting person are
also the sole share holders of the Coral Way MRI, Inc., a Florida corporation.
Coral Way MRI is the owner of 92,243 shares of unregistered common stock of the
company acquired out of this sale of an MRI center in Miami, Florida to the
company. These shares are not included in the aggregate amount listed in Row 11.
The individuals who are the limited partners of the reporting person are
also the sole share holders of the Magnetic Scans, Inc. Magnetic Scans, Inc. is
the owner of 75,281 shares of unregistered common stock of the company acquired
out of this sale of an MRI center in Port Charlotte, Florida to the company.
These shares are currently held in escrow and are not included in the aggregate
amount listed in Row 11.
Magnetic Scans, Inc. also has an option to purchase 30,000 shares of
common stock. These options were acquired from New England MRI, Inc. These
options have not been exercised and are not included in the aggregate amount
listed in Row 11.
Francis D. Hussey, Jr., the president of the general partner of the
reporting person and also a limited partner of the reporting person, is the
trustee and is a beneficiary of the Francis D. Hussey, Jr. Pension Plan. The
Francis D. Hussey, Jr. Pension Plan is the owner of 40,000 shares of registered
common stock of the company. Francis D. Hussey, Jr. also owns 10,000 shares,
individually. These shares were acquired on the open market with outside funds.
These shares are not included in the aggregate amount listed in Row 11.
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Cusip: 58461Q102 Page 6 of 6 Pages
ITEM 7. MATERIAL TO BE FILED AS EXHIBITS
1. Consent of the Board of Directors of New England MRI, Inc., dated
September 30, 1997. (1)
2. HHH Investments Limited Partnership Agreement. (1)
(1) To be filed by amendment.
SIGNATURE
After reasonable inquiry and to the best of the undersigned's knowledge
and belief, the undersigned certifies that the information set forth in this
statement is true, complete and correct.
/s/ Francis D. Hussey, Jr.
Date: November 10, 1997 --------------------------------
President, HHH Investments Corp.
General Partner
HHH Investments Limited Partnership
