UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13D
UNDER THE SECURITIES EXCHANGE ACT OF 1934
(AMENDMENT NO. 2)*
National HealthCare L.P. (formerly National HealthCorp L.P.)
------------------------------------------------------------
(Name of Issuer)
Limited Partnership Units
------------------------------
(Title of Class of Securities)
63633R 10 3
-----------
(CUSIP Number)
Lawrence C. Tucker (212) 493-8400
Brown Brothers Harriman & Co., 59 Wall Street, New York, New York 10005
-----------------------------------------------------------------------
(Name, Address and Telephone Number of Person
Authorized to Receive Notices and Communications)
October 6, 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 [ ]. (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).
Page 1 of 9 Pages
<PAGE>
SCHEDULE 13D
CUSIP No. 63633R 10 3 Page 2 of 9 Pages
1 NAME OF REPORTING PERSON
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
The 1818 Fund, L.P.
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP{*}(A) [ ]
(B) [X]
3 SEC USE ONLY
4 SOURCE OF FUNDS{*}
OO
5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED
PURSUANT TO ITEMS 2(d) or 2(e) [ ]
6 CITIZENSHIP OR PLACE OF ORGANIZATION
Delaware
7 SOLE VOTING POWER
NUMBER OF
SHARES -0-
BENEFICIALLY
OWNED BY EACH
REPORTING
PERSON
WITH
8 SHARED VOTING POWER
-0-
9 SOLE DISPOSITIVE POWER
-0-
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-
14 TYPE OF REPORTING PERSON{*}
PN
{*}SEE INSTRUCTIONS BEFORE FILLING OUT!
INCLUDE BOTH SIDES OF THE COVER PAGE, RESPONSES TO ITEMS 1-7
(INCLUDING EXHIBITS) OF THE SCHEDULE, AND THE SIGNATURE ATTESTATION.
<PAGE>
SCHEDULE 13D
CUSIP No. 63633R 10 3 Page 3 of 9 Pages
1 NAME OF REPORTING PERSON
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
Brown Brothers Harriman & Co.
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP{*}(A) [ ]
(B) [X]
3 SEC USE ONLY
4 SOURCE OF FUNDS{*}
OO
5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED
PURSUANT TO ITEMS 2(d) or 2(e) [ ]
6 CITIZENSHIP OR PLACE OF ORGANIZATION
New York
7 SOLE VOTING POWER
NUMBER OF
SHARES -0-
BENEFICIALLY
OWNED BY EACH
REPORTING
PERSON
WITH
8 SHARED VOTING POWER
-0-
9 SOLE DISPOSITIVE POWER
-0-
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-
14 TYPE OF REPORTING PERSON{*}
PN
{*}SEE INSTRUCTIONS BEFORE FILLING OUT!
INCLUDE BOTH SIDES OF THE COVER PAGE, RESPONSES TO ITEMS 1-7
(INCLUDING EXHIBITS) OF THE SCHEDULE, AND THE SIGNATURE ATTESTATION.
<PAGE>
SCHEDULE 13D
CUSIP No. 63633R 10 3 Page 4 of 9 Pages
1 NAME OF REPORTING PERSON
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
T. Michael Long
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP{*}(A) [ ]
(B) [X]
3 SEC USE ONLY
4 SOURCE OF FUNDS{*}
OO
5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED
PURSUANT TO ITEMS 2(d) or 2(e) [ ]
6 CITIZENSHIP OR PLACE OF ORGANIZATION
United States
7 SOLE VOTING POWER
NUMBER OF
SHARES -0-
BENEFICIALLY
OWNED BY EACH
REPORTING
PERSON
WITH
8 SHARED VOTING POWER
-0-
9 SOLE DISPOSITIVE POWER
-0-
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-
14 TYPE OF REPORTING PERSON{*}
IN
{*}SEE INSTRUCTIONS BEFORE FILLING OUT!
INCLUDE BOTH SIDES OF THE COVER PAGE, RESPONSES TO ITEMS 1-7
(INCLUDING EXHIBITS) OF THE SCHEDULE, AND THE SIGNATURE ATTESTATION.
<PAGE>
SCHEDULE 13D
CUSIP No. 63633R 10 3 Page 5 of 9 Pages
1 NAME OF REPORTING PERSON
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
Lawrence C. Tucker
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP{*}(A) [ ]
(B) [X]
3 SEC USE ONLY
4 SOURCE OF FUNDS{*}
OO
5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED
PURSUANT TO ITEMS 2(d) or 2(e) [ ]
6 CITIZENSHIP OR PLACE OF ORGANIZATION
United States
7 SOLE VOTING POWER
NUMBER OF
SHARES -0-
BENEFICIALLY
OWNED BY EACH
REPORTING
PERSON
WITH
8 SHARED VOTING POWER
-0-
9 SOLE DISPOSITIVE POWER
-0-
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-
14 TYPE OF REPORTING PERSON{*}
IN
{*}SEE INSTRUCTIONS BEFORE FILLING OUT!
INCLUDE BOTH SIDES OF THE COVER PAGE, RESPONSES TO ITEMS 1-7
(INCLUDING EXHIBITS) OF THE SCHEDULE, AND THE SIGNATURE ATTESTATION.
<PAGE>
CUSIP No. 63633R 10 3 Page 6 of 9 Pages
AMENDMENT NO. 1 TO SCHEDULE 13D
THIS AMENDMENT No. 2 supplements the Schedule 13D ("Schedule 13D"),
dated May 12, 1992, in the following respects only (capitalized terms
used herein shall have the meanings ascribed to such terms in the
Schedule 13D and the Amendment No. 1 to the Schedule 13D):
ITEM 4. PURPOSE OF TRANSACTION.
Item 4 is amended by adding thereto the following paragraph:
On October 6, 1995, the Fund sold all $30,000,000 in principal
amount of the Debentures in a public offering pursuant to the
Registration Statement and a Prospectus Supplement dated October 3, 1995
to a Prospectus dated September 26, 1995, in which Equitable acted as
placement agent, pursuant to the Placement Agency Agreement.
ITEM 5. INTEREST IN SECURITIES OF THE ISSUER.
Item 5 is amended by adding thereto the following paragraph:
As set forth above, on October 6, 1995, the Fund sold all
$30,000,000 in principal amount of the Debentures and, accordingly, the
Fund beneficially now owns 0 shares of Class A Common Stock, representing
0% of the outstanding
<PAGE>
CUSIP No. 63633R 10 3 Page 7 of 9 Pages
Units. Additionally, each of BBH & Co., Long and Tucker also beneficially
now owns 0 shares of Class A Common Stock, representing 0% of outstanding
Units.
ITEM 7. MATERIAL TO BE FILED AS EXHIBITS
1. Prospectus Supplement, dated October 3, 1995, to Prospectus,
dated September 26, 1995 of National HealthCare L.P. relating to the sale
of the Debentures by Equitable (incorporated by reference to the
Company's Registration Statement on Form S-3 (File No. 33-62235) as filed
with the Securities and Exchange Commission on September 26, 1995).
<PAGE>
CUSIP No. 63633R 10 3 Page 8 of 9 Pages
SIGNATURE
After reasonable inquiry and to the best of my knowledge and belief, I
hereby certify that the information set forth in this statement is true,
complete and correct.
Dated: February 22, 1996
THE 1818 FUND, L.P.
By: Brown Brothers Harriman & Co.,
General Partner
By: /S/LAWRENCE C. TUCKER
-------------------------------
Name: Lawrence C. Tucker
Title: Partner
BROWN BROTHERS HARRIMAN & CO.
By: /S/LAWRENCE C. TUCKER
--------------------------
Name: Lawrence C. Tucker
Title: Partner
/S/T. MICHAEL LONG
- ----------------------
T. Michael Long
/S/LAWRENCE C. TUCKER
- ----------------------
Lawrence C. Tucker
<PAGE>
CUSIP No. 63633R 10 3 Page 9 of 9 Pages
INDEX TO EXHIBITS
EXHIBIT DESCRIPTION PAGE NUMBER
1. Prospectus Supplement, dated October 3,
1995, to Prospectus, dated
September 26, 1995 of National
HealthCare L.P. relating to the sale of
the Debentures by Equitable
(incorporated by reference to the
Company's Registration Statement on
Form S-3 (File No. 33-62235) as filed
with the Securities and Exchange
Commission on September 26, 1995).
