UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
- -------------------------------------------------------------------------------
Washington, D.C. 20549
SCHEDULE 13D
Under the Securities Exchange Act of 1934
(Amendment No. 1)(1)
Salick Health Care, Inc.
- -------------------------------------------------------------------------------
(Name of Issuer)
Callable Puttable Common Stock, par value $.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)
February 8, 1996
- -------------------------------------------------------------------------------
(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.
- --------
(1)The remainder of this cover page shall be filled out for a reporting
persons'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.).
Page 1 of 5 Pages
<PAGE>
SCHEDULE 13D
CUSIP No. 794690206 Page 2 of 5 Pages
--------- ------- -----
- -------------------------------------------------------------------------------
1 NAME OF REPORTING PERSON
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
Mentor Partners, L.P. Employer I.D.# 06-126-0469
- -------------------------------------------------------------------------------
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
State of Delaware
- -------------------------------------------------------------------------------
7 SOLE VOTING POWER
NUMBER OF 592,200
SHARES ----------------------------------------------------------------
8 SHARED VOTING POWER
BENEFICIALLY 0
OWNED BY ----------------------------------------------------------------
9 SOLE DISPOSITIVE POWER
EACH 592,200
REPORTING ----------------------------------------------------------------
10 SHARED DISPOSITIVE POWER
PERSON 0
WITH
- -------------------------------------------------------------------------------
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
592,200
- -------------------------------------------------------------------------------
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES*
|_|
- -------------------------------------------------------------------------------
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
10.5%
- -------------------------------------------------------------------------------
14 TYPE OF REPORTING PERSON*
PN
- -------------------------------------------------------------------------------
*SEE INSTRUCTIONS BEFORE FILLING OUT!
Page 2 of 5 Pages
<PAGE>
This Amendment No. 1 amends the Schedule 13D filed with the
Securities and Exchange Commission (the "Commission") on April 21, 1995 (the
"Schedule 13D") by Mentor Partners, L.P., a Delaware limited partnership (the
"Partnership"), relating to the to the Callable Puttable Common Stock, par value
$.001 per share (the "Shares"), of Salick Health Care, Inc., a Delaware
corporation (the "Company"). Capitalized terms used and not defined herein shall
have the meanings assigned such terms in the Schedule 13D.
Item 3. Source and Amount of Funds or Other
Consideration
The information set forth in Item 3 ("Source and Amount of Funds or
Other Consideration") of the Schedule 13D is hereby amended and supplemented by
adding the following information.
The $20,529,769.09 used by the Partnership to purchase the Shares
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 acquired by the Partnership were purchased in the
ordinary course of the Partnership's business.
Item 5. Interest in Securities of the Issuer.
The information set forth in Item 5 ("Interest in
Securities of the Issuer") of the Schedule 13D is hereby amended and
supplemented by adding the following information to the respective paragraphs
thereof.
Page 3 of 5 Pages
<PAGE>
(a) As of the close of business on February 12, 1996, the Partnership
beneficially owns an aggregate of 592,200 Shares (which is approximately 10.5%
of the 5,640,082 Shares outstanding on December 31, 1995 as reported in the
Company's most recent filing with the Securities and Exchange Commission).
(c) Transactions in the Shares in the past 60 days by the Partnership
are set forth on Schedule A attached hereto and hereby incorporated herein by
reference. Except for such transactions, no other transactions in the Shares
have been effected during the past sixty days by the Partnership or, to its best
knowledge, any Control Person.
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: February 12, 1996
MENTOR PARTNERS, L.P.
By: /s/ Daniel R. Tisch
---------------------------
Daniel R. Tisch
Authorized Signature
Page 4 of 5 Pages
<PAGE>
EXHIBIT A
Purchases of Shares by the Partnership
During the Past Sixty Days
--------------------------------------
Date of Transaction Number of Aggregate Price Per
Shares Price Share
December 18, 1995 1,700 62,101.00 36.530
December 19, 1995 2,900 105,937.00 36.530
December 20, 1995 1,000 36,530.00 36.530
December 21, 1995 100 3,653.00 36.530
December 22, 1995 300 10,959.00 36.530
January 17, 1996 5,600 207,368.00 37.030
February 8, 1996 31,200 1,163,136.00 37.280
February 9, 1996 1,000 37,280.00 37.280
All Shares were purchased in transactions on the Nasdaq National Market.
Page 5 of 5 Pages
