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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
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(Amendment No. 1)
HALLMARK HEALTHCARE CORP.
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(Name of Issuer)
Class A Common Stock 40624G 30 4
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(Title of class of securities) (CUSIP number)
Richard W. Granahan
Bear, Stearns & Co. Inc.
115 South Jefferson Road
Whippany, NJ 07981
(201) 952-2201
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(Name, address and telephone number of person authorized to receive
notices and communications)
October 6, 1994
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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.
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CUSIP No. 40624G 30 4 13D
1 NAME OF REPORTING PERSON: Bear, Stearns & Co. Inc.
S.S. OR I.R.S. IDENTIFICATION NO. 13-3299429
OF ABOVE PERSON:
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP: (a) [_]
(b) [_]
3 SEC USE ONLY
4 SOURCE OF FUNDS: WC
5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS [x]
REQUIRED PURSUANT TO ITEM 2(d) OR 2(e):
6 CITIZENSHIP OR PLACE OF Delaware
ORGANIZATION:
NUMBER OF 7 SOLE VOTING POWER: None.
SHARES
BENEFICIALLY 8 SHARED VOTING POWER: None.
OWNED BY
EACH 9 SOLE DISPOSITIVE POWER: None.
REPORTING
PERSON WITH 10 SHARED DISPOSITIVE None.
POWER:
11 AGGREGATE AMOUNT BENEFICIALLY None.
OWNED BY REPORTING PERSON:
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) [_]
EXCLUDES CERTAIN SHARES:
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11): 0.0
14 TYPE OF REPORTING PERSON: BD
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This statement constitutes Amendment No. 1 to the statement on
Schedule 13D (the "Schedule 13D") filed with the Securities and
Exchange Commission by Bear, Stearns & Co. Inc. ("Bear Stearns") with
respect to its ownership of the Class A Common Stock, par value $0.05
per share (the "Common Stock"), of Hallmark Healthcare Corp. (the
"Issuer").
ITEM 3. SOURCE AND AMOUNT OF FUNDS OR OTHER CONSIDERATION
The aggregate amount of funds used in making the purchases
of 31,853 shares of Common Stock of the Issuer (in the aggregate)
referred to in Item 5(c) hereof was approximately $792,918, and the
source of such funds was the working capital of Bear Stearns.
ITEM 5. INTEREST IN SECURITIES OF ISSUER
(a) The responses of Bear Stearns to Rows (11) through (13)
of the cover page of this Amendment No. 1 to Schedule 13D are
incorporated herein by reference. To the best of Bear Stearns'
knowledge, none of its executive officers or directors beneficially
own any shares of Common Stock of the Issuer.
(b) The responses of Bear Stearns to Rows (7) through (10)
of the cover page of this Amendment No. 1 to Schedule 13D are
incorporated herein by reference.
(c) Since its most recent filing on Schedule 13D, Bear
Stearns has effected transactions in the Common Stock of the Issuer.
The details of these transactions are set forth on Schedule A attached
hereto. To the best of Bear Stearns' knowledge, there have been no
transactions by any of its executive officers and directors in the
Common Stock of the Issuer that were effected since the most recent
filing on Schedule 13D.
(d) Not applicable.
(e) On October 6, 1994, Community Health Systems, Inc.
("Community Health") announced that it had completed its acquisition
of the Issuer pursuant to the terms of a merger agreement, which
provides, among other things, that each share of Common Stock issued
and outstanding at the effective date of the merger will be converted
into the right to receive 0.97 shares of the common stock, par value
$0.01 per share, of Community Health. Accordingly, Bear Stearns
ceased to be the beneficial owner of more than five percent of the
Common Stock of the Issuer on October 6, 1994.
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SIGNATURE
After reasonable inquiry and to the best of its knowledge
and belief, the undersigned certifies that the information set forth
in this statement is true, complete and correct.
Dated: October 7, 1994
BEAR, STEARNS & CO. INC.
By: /s/ Barry Cohen
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Name: Barry Cohen
Title: Senior Managing Director
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SCHEDULE A
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The details of transactions effected in the Common Stock of
the Issuer by Bear Stearns since its most recent filing on Schedule
13D are set forth below. All of these transactions were open-market
and executed through the NASDAQ system.
<TABLE>
<CAPTION>
Trade Date Number of Shares Price
(MM/DD/YY) Purchased/(Sold) per Share ($)
---------- ---------------- -------------
<S> <C> <C>
10/05/94 500 25 1/2
10/05/94 2,000 25 1/2
10/05/94 (1,000) 25 1/2
10/04/94 500 24 7/8
10/04/94 500 24 7/8
10/03/94 (500) 25 3/8
10/03/94 (500) 25 3/8
09/26/94 500 24 1/4
09/26/94 1,000 24 1/4
09/23/94 3,000 24 1/2
09/19/94 200 24 1/2
09/19/94 2,000 24 1/2
09/16/94 1,000 24 3/4
09/16/94 5,000 25
09/15/94 1,000 25 1/2
09/15/94 3,000 25 1/2
09/14/94 500 25
09/14/94 3,000 25
09/13/94 60 24 5/8
09/12/94 93 24 5/8
09/12/94 500 24 5/8
09/12/94 5,000 24 5/8
09/08/94 1,000 24 3/4
09/08/94 1,500 24 7/8
</TABLE>
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