AMENDMENT NO. 3 TO SCHEDULE 13D
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13D
Amendment No. 3
MDL Information Systems, Inc.
(Name of Issuer)
Common Stock - $.01 par value
(Title of Class of Securities)
55267R102
(CUSIP Number)
Paul N. Roth, Esq. (212) 756-2450
Schulte Roth & Zabel LLP, 900 Third Avenue, New York, New York 10022
(Name, Address and Telephone Number of Person Authorized to Receive
Notices and Communications)
March 26, 1997
(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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Page 2 of 10 Pages
SCHEDULE 13D/A
CUSIP No. 55267R102
1. NAME OF REPORTING PERSON
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
CHARTER OAK PARTNERS
- ------------------------------------------------------------------------------
2. CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP*
(a) [ ]
(b) [X]
- ------------------------------------------------------------------------------
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
CONNECTICUT
- ------------------------------------------------------------------------------
7. SOLE VOTING POWER
NUMBER OF 0
SHARES -----------------------------------------------------------
BENEFICIALLY 8. SHARED VOTING POWER
OWNED BY 0
EACH -----------------------------------------------------------
REPORTING 9. SOLE DISPOSITIVE POWER
PERSON 0
WITH -----------------------------------------------------------
10. SHARED DISPOSITIVE POWER
0
- ------------------------------------------------------------------------------
11. AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
0
- ------------------------------------------------------------------------------
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
PN
- ------------------------------------------------------------------------------
*SEE INSTRUCTIONS BEFORE FILLING OUT!
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Page 3 of 10 Pages
SCHEDULE 13D/A
CUSIP No. 55267R102
1. NAME OF REPORTING PERSON
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
HSMC PARTNERS
- ------------------------------------------------------------------------------
2. CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP*
(a) [ ]
(b) [X]
- ------------------------------------------------------------------------------
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
CONNECTICUT
- ------------------------------------------------------------------------------
7. SOLE VOTING POWER
NUMBER OF 0
SHARES -----------------------------------------------------------
BENEFICIALLY 8. SHARED VOTING POWER
OWNED BY 0
EACH -----------------------------------------------------------
REPORTING 9. SOLE DISPOSITIVE POWER
PERSON 0
WITH -----------------------------------------------------------
10. SHARED DISPOSITIVE POWER
0
- ------------------------------------------------------------------------------
11. AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
0
- ------------------------------------------------------------------------------
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
PN
- ------------------------------------------------------------------------------
*SEE INSTRUCTIONS BEFORE FILLING OUT!
<PAGE>
Page 4 of 10 Pages
13D/A
Item 1. Security and Issuer.
This Amendment No. 3 amends and restates the statement on Schedule
13D which was filed on August 4, 1993 by the undersigned, amended by
Amendment No. 1 on September 20, 1995 and further amended by Amendment No.
2 on December 15, 1995 (as amended, the "Schedule 13D") with respect to the
common stock, par value $.01 per share (the "Common Stock"), issued by MDL
Information Systems, Inc., a Delaware corporation (the "Company"), whose
principal executive offices are located at 14600 Catalina Street, San
Leandro, California 94577.
Item 2. Identity and Background.
(a) This statement is filed by Charter Oak Partners, a Connecticut
limited partnership ("Charter Oak"), and HSMC Partners, a Connecticut
limited partnership ("HSMC"). The general partners of Charter Oak are Fine
Partners, L.P., Robert Jaffee and Deborah J. Ziskin (such persons being
sometimes hereinafter referred to as the "General Partners"). Fine
Partners, L.P. is the Managing Partner of Charter Oak. The general partner
of Fine Partners, L.P. is Jerrold N. Fine. The general partner of HSMC is
Jerrold N. Fine.
(b) The principal office of Charter Oak, and the business address
of the General Partners, is 10 Wright Street, Building B, Westport,
Connecticut 06880. The address of HSMC is the same as that of Charter Oak.
(c) The principal business of Charter Oak is that of a private
investment partnership. The principal occupations of the General Partners
are as general partners of Charter Oak. The principal business of HSMC is
that of a private investment partnership.
(d) None of Charter Oak, HSMC or any of the General Partners has,
during the last five years, been convicted in a criminal proceeding
(excluding traffic violations or similar misdemeanors).
(e) None of Charter Oak, HSMC or any of the General Partners 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) The Individual General Partners are United States citizens.
Both Charter Oak and HSMC are Connecticut limited partnerships. Fine
Partners, L.P. is a Delaware limited partnership.
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Page 5 of 10 Pages
Item 3. Source and Amount of Funds or Other Considerations
The total purchase price (including commissions) of the shares of
Common Stock that had been held by Charter Oak but were disposed of on
March 26, 1997 to cover its "short-against-the-box" position is
approximately $7,712,500.
The shares of Common Stock purchased by Charter Oak were purchased
with Charter Oak's capital.
The total purchase price (including commissions) of the shares of
Common Stock that had been held by HSMC is approximately $279,627.85.
The shares of Common Stock purchased by HSMC were purchased with
HSMC's capital.
Item 4. Purpose of Transaction.
The purpose of the acquisition of the shares of Common Stock by
Charter Oak and HSMC was to establish a portfolio position.
Item 5. Interest in Securities of the Issuer.
(a) The approximate aggregate percentage of shares of Common Stock
reported beneficially owned by each person herein is based upon 8,760,806
shares outstanding, which is the total number of shares of Common Stock
outstanding as of February 4, 1997, as reflected in the Company's quarterly
report on Form 10-Q filed with the Securities and Exchange Commission (the
"Commission") for the fiscal quarter ended December 31, 1996 (which is the
most recent Form 10-Q on file).
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Page 6 of 10 Pages
As of the close of business on March 26, 1997:
(i) Charter Oak owns no shares of Common Stock. As of the date of
the initial filing of Schedule 13D, Charter Oak owned 700,000 shares of Common
Stock which at that time constituted approximately 8.5% of the shares
outstanding.
(ii) (A) The General Partners of Charter Oak own no shares of
Common Stock directly.
(B) By reason of the provisions of Rule 13d-3 of the Securities
Exchange Act of 1934, each of the General Partners of Charter Oak and Jerrold
N. Fine may be deemed to have owned beneficially the 700,000 shares of Common
Stock that were owned by Charter Oak.
(iii) HSMC owns no shares of Common Stock. As of the date of the
initial filing of Schedule 13D, HSMC owned 25,000 shares of Common Stock which
at that time constituted 0.3% of the shares outstanding. The shares of Common
Stock owned by HSMC are not included in the aggregate number of shares owned
by Charter Oak set forth in paragraph (i) above, and Charter Oak expressly
disclaims beneficial ownership of such shares.
(iv) By reason of the provisions of Rule 13d-3 of the Securities
Exchange Act of 1934, Mr. Fine may be deemed to have owned beneficially the
25,000 shares of Common Stock that were owned by HSMC.
(b) (i) Charter Oak had the sole power to vote and dispose of the
shares of Common Stock owned by it, which power was exercisable by Fine
Partners, L.P., as its Managing Partner.
(ii) HSMC had sole power to vote and dispose of the shares owned
by it, which power was exercisable by Mr. Fine as its Managing Partner.
(c) Transactions in the shares of Common Stock by Charter Oak from
the 60th day prior to March 26, 1997 up to and including March 26, 1977 are
as follows: On March 26, 1997 Charter Oak delivered 700,000 shares to cover
its "short-against-the-box" positions. See Schedule A for the history of
such short sales.
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Page 7 of 10 Pages
There were no transactions in the shares of Common Stock by HSMC
during the past sixty days since HSMC disposed of its shares in September
1996.
(d) Not applicable.
(e) As of March 26, 1997, when the Reporting Persons delivered
700,000 shares of Common Stock held by Charter Oak in order to cover its
"short-against-the-box" position, the Reporting Persons ceased to be the
beneficial owners of more than five percent of the Company's Common Stock.
Item. 6. Contracts, Arrangements, Understandings or Relationships
With Respect to Securities of the Issuer.
There are no contracts, arrangements, understandings or
relationships (legal or otherwise) among the persons named in Item 2 hereof
or between such persons and any other 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, other than the Joint Filing Agreement
attached as Exhibit 1 hereto.
Item 7. Material to be Filed as Exhibits.
The following exhibit is being filed with this Schedule:
Exhibit 1: A written agreement relating to the filing of joint
acquisition statements as required by Rule 13d-1(f)(1) of the Act.
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Page 8 of 10 Pages
SIGNATURES
After reasonable inquiry and to the best of our knowledge and
belief, the undersigned certify that the information set forth in this
statement is true, complete and correct.
DATED: April 2, 1997 CHARTER OAK PARTNERS
/s/ Robert Jaffee
Robert Jaffee, as General Partner
of Charter Oak Partners
HSMC PARTNERS
/s/ Jerrold N. Fine
Jerrold N. Fine, as General Partner
of HSMC Partners
<PAGE>
Page 9 of 10 Pages
SCHEDULE A
CHARTER OAK PARTNERS
NO. OF SHARES
SOLD SHORT PRICE PER
TRANSACTION DATE AGAINST THE BOX SHARE
06/21/95 (50,000) $14.6250
06/22/95 (25,000) $14.7500
09/13/95 (100,000) $18.0000
09/18/95 (25,000) $17.8750
11/20/95 (25,000) $22.3750
11/20/95 (20,000) $22.1250
12/06/95 (25,000) $25.7500
12/13/95 (130,000) $23.1250
04/23/96 (7,500) $28.5833
05/17/96 (32,500) $30.3750
05/22/96 (20,000) $31.0547
05/28/96 (20,000) $31.7500
05/28/96 (20,000) $31.7500
06/19/96 (25,000) $28.8750
06/28/96 (10,000) $29.6250
07/01/96 (15,000) $30.3330
07/02/96 (35,000) $30.8750
07/16/96 (35,000) $27.0000
07/23/96 (80,000) $26.8750
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Page 10 of 10 Pages
EXHIBIT 1
JOINT FILING AGREEMENT
Agreement dated as of April 2, 1997, by and among each of the
undersigned persons.
The parties hereto hereby agree as follows:
1. The parties hereto shall prepare a single statement containing
the information required by Schedule 13D with respect to their respective
interests in the shares of Common Stock of MDL Information Systems, Inc. (the
"Schedule 13D") and the Schedule 13D shall be filed on behalf of each of them.
2. Each party hereto shall be responsible for the timely filing of
the Schedule 13D and any necessary amendments thereto, and for the
completeness and accuracy of the information concerning him or it contained
therein, but shall not be responsible for the completeness and accuracy of the
information concerning any other party contained therein, except to the extent
that he or it knows or has reason to believe that such information is
inaccurate.
IN WITNESS WHEREOF, the undersigned have executed this Agreement as
of the date first above written.
CHARTER OAK PARTNERS
/s/ Robert Jaffee
Robert Jaffee, as General Partner
of Charter Oak Partners
HSMC PARTNERS
/s/Jerrold N. Fine
Jerrold N. Fine, as General Partner
of HSMC Partners
