SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13D
Under the Securities Exchange Act of 1934
Salick Health Care, Inc.
(Name of Issuer)
Callable Puttable Common Stock, par value $0.001 per share
(Title of Class of Securities)
794690206
(CUSIP Number)
Daniel R. Tisch
Mentor Partners, L.P.
500 Park Avenue
New York, New York 10022
(212) 935-7640
(Name, address and telephone number of person
authorized to receive notices and communications)
April 14, 1995
(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 /X/. (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.)
(Page 1 of 12 Pages)<PAGE>
CUSIP No. 794690206 13D Page 2 of 12 Pages
(1) Names of Reporting Persons
S.S. or I.R.S. Identification Nos. of Above Persons
Mentor Partners, L.P. 06-126-0469
(2) Check the Appropriate Row if a Member of a Group
(a)
(b) X
(3) SEC Use Only
(4) Sources of Funds
WC
(5) Check if Disclosure of Legal Proceedings is Required
Pursuant to Item 2(d) or 2(e)
(6) Citizenship or Place of Organization
Delaware
(7) Sole Voting Power
515,150 shares
Number of
Shares
Beneficially (8) Shared Voting Power
Owned by
Each (9) Sole Dispositive Power
Reporting 515,150 shares
Person With
(10) Shared Dispositive Power
(11) Aggregate Amount Beneficially Owned by Each Reporting
Person
515,150 shares
(12) Check if the Aggregate Amount in Row (11) Excludes
Certain Shares
(13) Percent of Class Represented by Amount in Row (11)
Approximately 9.0%
(14) Type of Reporting Person
PN<PAGE>
Item 1. Security and Issuer.
This statement relates to the Callable Puttable
Common Stock, par value $0.001 per share (the "Shares"), of
Salick Health Care, Inc., a Delaware corporation (the "Com-
pany"). The Company's principal executive offices are loca-
ted at 8201 Beverly Boulevard, Los Angeles, CA 90048.
Item 2. Identity and Background.
This statement is filed on behalf of Mentor Part-
ners, L.P., a Delaware limited partnership (the "Partner-
ship"). The general partner of the Partnership is WTG & Co.,
L.P., a Delaware limited partnership (the "General Partner")
and the general partner of the General Partner is D. Tisch &
Co., Inc., a Delaware corporation ("D. Tisch & Co."), all of
the common stock of which is owned by Daniel R. Tisch (col-
lectively with D. Tisch & Co. and the General Partner, the
"Control Persons").
The address of the principal offices and principal
business of the Partnership and each of the Control Persons
is 500 Park Avenue, New York, New York 10022.
The Partnership's principal business is investment
in securities, primarily in connection with "merger" (or
"risk") arbitrage and, to a lesser extent, classic arbitrage,
(Page 3 of 12 Pages)<PAGE>
including convertible securities arbitrage. The principal
business of the General Partner is serving as the general
partner of the Partnership. The sole business of D. Tisch &
Co. is serving as the general partner of the General Partner,
and other than such service, D. Tisch & Co. has no investment
or operating history of any kind. Daniel R. Tisch's princi-
pal occupation is that of President and sole Director of D.
Tisch & Co., and he is a United States citizen.
Neither the Partnership nor, to its best knowledge,
any of the Control Persons has during the last five years:
(i) been convicted in a criminal proceeding (excluding traf-
fic violations or similar misdemeanors) or (ii) 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.
Item 3. Source and Amount of Funds or Other Consideration.
The Partnership used $16,491,308.00 to purchase in
the aggregated 480,800 Shares on a "when issued" basis. In
addition, the Partnership used $2,497,416.75 to purchase in
the aggregate 68,700 of the Company's Common Stock, par value
$0.001 (the "Old Shares"). The total of $18,988,724.75 used
(Page 4 of 12 Pages)<PAGE>
in those purchases came from the Partnership's working
capital, which may at any given time include funds borrowed
in the ordinary course of its business activities from margin
accounts. All of the Shares and the Old Shares acquired by
the Partnership were purchased in the ordinary course of the
Partnership's business.
Item 4. Purpose of Transaction.
The Partnership acquired the Shares and the Old
Shares for investment purposes, and only in the ordinary
course of business.
In the ordinary course of business, the Partnership
from time to time evaluates its holdings of securities, and
based on such evaluation, the Partnership may determine to
acquire or dispose of securities of specific issuers.
Neither the Partnership nor, to its knowledge, any
of the Control Persons has any present plans or intentions
which would result in or relate to any of the transactions
described in subparagraphs (a) through (j) of Schedule 13D.
(Page 5 of 12 Pages)<PAGE>
Item 5. Interest in Securities of the Issuer.
(a) As of the close of business on April 12, 1995,
the Partnership beneficially owned 68,700 Old Shares and the
right to acquire 480,800 Shares.
On April 13, 1995 the merger (the "Merger") of the
Company and Atkemic Thirty-nine Inc., a Delaware corporation
and an indirect wholly owned subsidiary of Zeneca Limited, an
English company, was consummated. Pursuant to and in accord-
ance with the terms of the Merger each of the Company's out-
standing Old Shares, including those held by the Partnership,
was converted into the right to receive $18.875 in cash, one-
half of a Share (although no fractional Shares were issued) and
other consideration issuable pursuant to the Merger.
Consequently, the Partnership's 68,700 Old Shares
became converted into 34,350 Shares, which together with the
480,800 Shares that the Partnership had purchased on a "when
issued" basis renders the Partnership the beneficial owner of
an aggregate of 515,150 Shares (which is approximately 9.0% of
the Shares that the Company expected to be outstanding follow-
ing the consummation of the Merger based on information con-
tained in the Company's Proxy Statement relating to its Annual
Meeting of Stockholders held on April 13, 1995, that was dated
March 13, 1995 and filed with the Securities and Exchange Com-
mission).
(Page 6 of 12 Pages)<PAGE>
Except as set forth herein, neither the Partnership
nor, to its best knowledge, any Control Person beneficially
owns any Shares or Old Shares.
(b) The Partnership (through the Control Persons)
has the sole power to vote, and dispose of, all the Shares
beneficially owned by the Partnership as set forth in Item
5(a) above.
(c) Except as set forth in Exhibit A, which is
hereby incorporated herein by reference, no transactions in
the Shares or the Old Shares have been effected during the
past sixty days by the Partnership or, to its best knowledge,
any of the Control Persons.
(d) Neither the Partnership nor, to its best know-
ledge, any of the Control Persons has or knows any other per-
son who has the right to receive or the power to direct the
receipt of dividends from, or the proceeds from the sale of,
any Shares or Old Shares beneficially owned by the Partner-
ship.
(e) Not applicable.
(Page 7 of 12 Pages)<PAGE>
Item 6. Contracts, Arrangements, Understandings or Rela-
tionship with Respect to Securities of the Issuer.
Except as referred to or described above, there are
no contracts, arrangements, understandings or relationships
(legal or otherwise) among the persons named in Item 2 or be-
tween any of such persons and any other person with respect
to any securities of the Company.
Item 7. Material to be Files as Exhibits.
Exhibit A -- Acquisitions of Old Shares by the
Partnership During the Past Sixty Days;
Dispositions of Old Shares by the
Partnership During the Past Sixty Days;
and Acquisitions of Shares by the
Partnership During the Past Sixty Days.
(Page 8 of 12 Pages)<PAGE>
SIGNATURE
After reasonable inquiry and to the best of my kno-
wledge and belief, I certify that the information set forth
in this statement is true, complete and correct.
April 24, 1995
(Date)
/s/ Daniel R. Tisch
(Signature)
Daniel R. Tisch
Authorized Signatory
MENTOR PARTNERS, L.P.
(Name/Title)
(Page 9 of 12 Pages)<PAGE>
EXHIBIT INDEX
Exhibit A -- Acquisitions of Old Shares by the Partnership
During the Past Sixty Days; Dispositions of Old
Shares by the Partnership During the Past Sixty
Days; and Acquisitions of Shares by the
Partnership During the Past Sixty Days.
(Page 10 of 12 Pages)
EXHIBIT A
Acquisitions of Old Shares by the
Partnership During the Past Sixty Days
Date of Amount of Price Per
Transaction Old Shares Aggregate Price Old Share
March 10, 1995 22,500 $ 799,650.00 $ 35.540
March 13, 1995 86,600 3,115,002.00 35.970
March 13, 1995 15,000 539,700.00 35.980
March 14, 1995 25,500 919,020.00 36.040
March 22, 1995 176,600 6,419,851.50 36.3525
April 5, 1995 200 7,270.50 36.353
All Old Shares were purchased in transactions on The Nasdaq
National Market.
Dispositions of Old Shares by the
Partnership During the Past Sixty Days
Date of Amount of Price Per
Transaction Old Shares Aggregate Price Old Share
March 15, 1995 12,700 $ 459,867.00 $ 36.210
March 16, 1995 10,000 362,100.00 36.210
March 22, 1995 210,000 7,612,500.00 36.250
March 22, 1995 100,000 3,625,000.00 36.250
March 23, 1995 150,000 5,446,875.00 36.3125
All Old Shares were disposed of in transactions on The Nasdaq
National Market.
(Page 11 of 12 Pages)<PAGE>
Acquisitions of Shares by the
Partnership During the Past Sixty Days
Date of Amount of Price Per
Transaction Shares Aggregate Price Share
March 15, 1995 30,000 $ 1,029,063.00 $ 34.302
March 17, 1995 10,000 342,500.00 34.250
March 21, 1995 5,800 198,650.00 34.250
March 21, 1995 20,000 686,250.00 34.313
March 22, 1995 105,000 3,596,250.00 34.250
March 22, 1995 127,500 4,371,720.00 34.288
March 23, 1995 75,000 2,573,437.00 34.313
March 29, 1995 25,000 859,375.00 34.375
March 31, 1995 15,000 515,625.00 34.375
April 4, 1995 10,000 343,750.00 34.375
April 5, 1995 12,500 429,687.50 34.375
April 7, 1995 5,000 171,875.00 34.375
April 7, 1995 5,000 171,875.00 34.375
April 10, 1995 15,000 515,625.00 34.375
April 11, 1995 5,000 171,875.00 34.375
April 12, 1995 15,000 513,750.00 34.250
All Shares were purchased in transactions on The Nasdaq Na-
tional Market.
(Page 12 of 12 Pages)
