UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
SCHEDULE 13D
UNDER THE SECURITIES EXCHANGE ACT OF 1934
National HealthCare L.P.
(Name of Issuer)
LIMITED PARTNERSHIP UNITS
(Title of Class of Securities)
63633R 10 3
(CUSIP Number)
ALBERT O. NICHOLAS
700 NORTH WATER STREET, SUITE 1010
MILWAUKEE, WISCONSIN 53202
(414) 272-6133
(Name, Address and Telephone Number of Person Authorized to Receive
Notices and Communications)
OCTOBER 3, 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 o.
Check the following box if a fee is being paid with this
statement x. (A fee is not required only if the filing 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 the disclosures provided
in a prior cover page.
The information required in 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>
SCHEDULE 13D
CUSIP No. 63633R 10 3 Page 2 of 10 Pages
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1 NAME OF REPORTING PERSONS
S.S. or I.R.S. IDENTIFICATION NOS. OF ABOVE PERSON
ALBERT O. NICHOLAS, ###-##-####
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2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (a)
(b) x
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3 SEC USE ONLY
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4 SOURCE OF FUNDS*
PF
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5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO
ITEMS 2(d) or 2(E)
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6 CITIZENSHIP OR PLACE OF ORGANIZATION
UNITED STATES
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7 SOLE VOTING POWER
NUMBER OF 428,700
SHARES -------------------------------------------------------------
BENEFICIALLY 8 SHARED VOTING POWER
OWNED BY -0-
EACH -------------------------------------------------------------
REPORTING 9 SOLE DISPOSITIVE POWER
PERSON WITH 428,700
-------------------------------------------------------------
10 SHARED DISPOSITIVE POWER
-0-
- ------------------------------------------------------------------------------
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
428,700
- ------------------------------------------------------------------------------
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES*
- ------------------------------------------------------------------------------
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 11
5.48%
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14 TYPE OF REPORTING PERSON*
IN
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<PAGE>
SCHEDULE 13D
CUSIP No. 63633R 10 3 Page 2 of 10 Pages
- ------------------------------------------------------------------------------
1 NAME OF REPORTING PERSONS
S.S. or I.R.S. IDENTIFICATION NOS. OF ABOVE PERSON
NICHOLAS COMPANY, INC. I.D. NO. 39-1091673
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2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (a)
(b) x
- ------------------------------------------------------------------------------
3 SEC USE ONLY
- ------------------------------------------------------------------------------
4 SOURCE OF FUNDS*
00 - FUNDS OF INVESTMENT ADVISORY CLIENTS
- ------------------------------------------------------------------------------
5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO
ITEMS 2(d) or 2(E)
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6 CITIZENSHIP OR PLACE OF ORGANIZATION
WISCONSIN
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7 SOLE VOTING POWER
NUMBER OF 815,451
SHARES -------------------------------------------------------------
BENEFICIALLY 8 SHARED VOTING POWER
OWNED BY -0-
EACH -------------------------------------------------------------
REPORTING 9 SOLE DISPOSITIVE POWER
PERSON WITH 815,451
-------------------------------------------------------------
10 SHARED DISPOSITIVE POWER
-0-
- ------------------------------------------------------------------------------
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
815,451
- ------------------------------------------------------------------------------
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES*
- ------------------------------------------------------------------------------
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 11
9.44%
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14 TYPE OF REPORTING PERSON*
IA, CO
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-3-
<PAGE>
ITEM 1. SECURITY AND ISSUER
The title of the class of securities to which this statement
relates are units of limited partnership interests ("Units") of
National HealthCare L.P., a Delaware limited partnership. The
name and address of the principal executive offices of the issuer
of such securities is National HealthCare L.P. (the "Company"),
100 East Vine Street, Murfreesboro, Tennessee 37130.
ITEM 2. IDENTITY AND BACKGROUND
This statement is being filed by Albert O. Nicholas ("Mr.
Nicholas") and the Nicholas Company, Inc. ("Nicholas Company"),
which Mr. Nicholas controls. The Nicholas Company is a
registered investment adviser to various registered investment
companies and individual clients. Mr. Nicholas and the Nicholas
Company in the aggregate may own beneficially more than 5% of a
class of equity securities of a particular issuer. Although the
Nicholas Company is treated as an institutional investor for
purposes of reporting on Schedule 13G, the holdings of Mr.
Nicholas personally may not be eligible for reporting on Schedule
13G. In order to avoid any question as to whether the beneficial
ownership of Mr. Nicholas and the Nicholas Company is being
reported on the proper form, Mr. Nicholas and the Nicholas
Company have decided to file certain of their beneficial
ownership reports on the more detailed Schedule 13D. However,
Mr. Nicholas and the Nicholas Company do not admit that they
constitute a group, and do not believe that they are otherwise
required to attribute to each other the beneficial ownership of
securities beneficially owned by the other within the meaning of
Rule 13d-3.
The following information is provided for each reporting
person and for each person enumerated in Instruction C:
I. (a) Name: Albert O. Nicholas
(b) Business Address: 700 North Water Street, Suite 1010
Milwaukee, Wisconsin 53202
(c) Principal Occupation and Name, Business
and Address Where Such Employment is Conducted:
President and director of Nicholas Company, Inc.,
a registered investment adviser; President,
Director and Portfolio Manager of Nicholas Fund,
Inc., Nicholas Income Fund, Inc., Nicholas Money
Market Fund, Inc. and Nicholas Equity Income Fund,
Inc., registered investment companies; President
and Director of Nicholas II, Inc. and Nicholas
Limited Edition, Inc., registered investment
companies.
(d) Criminal Proceedings: None.
(e) Civil Proceedings: None.
(f) Citizenship: Albert O. Nicholas is a United States Citizen.
II. (a) Name: Nicholas Company, Inc.
(b) Business Address: 700 North Water Street, Suite 1010
Milwaukee, Wisconsin 53202
(c) Principal Occupation: Nicholas Company,
Inc., a Wisconsin corporation, is a registered
investment adviser, and is the investment adviser
to six registered investment companies and
approximately 35 institutions and individuals with
substantial investment portfolios.
(d) Criminal Proceedings: None.
-4-
<PAGE>
(e) Civil Proceedings: None.
(f) Citizenship: Wisconsin.
III. (a) Name: David E. Leichtfuss
(b) Business Address: 100 East Wisconsin Avenue
Milwaukee, Wisconsin 53202
(c) Principal Occupation: Director and
Secretary, Nicholas Company, Inc., Partner,
Michael Best & Friedrich (law firm), 100 East
Wisconsin Avenue, Milwaukee, Wisconsin 53202.
(d) Criminal Proceedings: None.
(e) Civil Proceedings: None.
(f) Citizenship: Wisconsin.
IV. (a) Name: Daniel J. Nicholas
(b) Business Address: 612 North Main Street
Rockford, Illinois 61103
(c) Principal Occupation: Director,
Nicholas Company, Inc.; a private investor.
(d) Criminal Proceedings: None.
(e) Civil Proceedings: None.
(f) Citizenship: Illinois.
V. (a) Name: David L. Johnson
(b) Business Address: 700 North Water Street, Suite 1010
Milwaukee, Wisconsin 53202
(c) Principal Occupation: Executive Vice
President - Investments, Nicholas Company, Inc.,
700 North Water Street, Suite 1010, Milwaukee,
Wisconsin 53202.
(d) Criminal Proceedings: None.
(e) Civil Proceedings: None.
(f) Citizenship: Wisconsin.
VI. (a) Name: Thomas J. Saeger
(b) Business Address: 700 North Water Street, Suite 1010
Milwaukee, Wisconsin 53202
(c) Principal Occupation: Executive Vice President -
Administration and Assistant Secretary, Nicholas
Company, Inc., 700 North Water Street, Suite 1010,
Milwaukee, Wisconsin 53202.
-5-
<PAGE>
(d) Criminal Proceedings: None.
(e) Civil Proceedings: None.
(f) Citizenship: Wisconsin.
VII. (a) Name: Lynn S. Nicholas
(b) Business Address: 700 North Water Street, Suite 1010
Milwaukee, Wisconsin 53202
(c) Principal Occupation: Senior Vice President, Nicholas
Company, Inc., 700 North Water Street, Suite 1010, Milwaukee,
Wisconsin 53202.
(d) Criminal Proceedings: None.
(e) Civil Proceedings: None.
(f) Citizenship: Wisconsin.
VIII. (a) Name: David O. Nicholas
(b) Business Address: 700 North Water Street, Suite 1010
Milwaukee, Wisconsin 53202
(c) Principal Occupation: Senior Vice President,
Nicholas Company, Inc., 700 North Water Street, Suite 1010,
Milwaukee, Wisconsin 53202.
(d) Criminal Proceedings: None.
(e) Civil Proceedings: None.
(f) Citizenship: Wisconsin.
IX. (a) Name: Jeffrey T. May
(b) Business Address: 700 North Water Street, Suite 1010
Milwaukee, Wisconsin 53202
(c) Principal Occupation: Senior Vice President and Treasurer,
Nicholas Company, Inc., 700 North Water Street, Suite 1010,
Milwaukee, Wisconsin 53202.
(d) Criminal Proceedings: None.
(e) Civil Proceedings: None.
(f) Citizenship: Wisconsin.
X. (a) Name: Kathleen Evans
(b) Business Address: 700 North Water Street, Suite 1010
Milwaukee, Wisconsin 53202
(c) Principal Occupation: Vice President,
Nicholas Company, Inc., 700 North Water Street,
Suite 1010, Milwaukee, Wisconsin 53202.
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<PAGE>
(d) Criminal Proceedings: None.
(e) Civil Proceedings: None.
(f) Citizenship: Wisconsin.
XI. (a) Name: John O'Hare
(b) Business Address: 700 North Water Street, Suite 1010
Milwaukee, Wisconsin 53202
(c) Principal Occupation: Vice President,
Nicholas Company, Inc., 700 North Water Street,
Suite 1010, Milwaukee, Wisconsin 53202.
(d) Criminal Proceedings: None.
(e) Civil Proceedings: None.
(f) Citizenship: Wisconsin.
ITEM 3. SOURCE AND AMOUNT OF FUNDS OR OTHER CONSIDERATION
Albert O. Nicholas purchased the units of limited
partnership interest for cash, with personal funds. A
description of the transactions since January 1, 1994 is as
follows:
TRADE DATE OF THE TYPE OF NUMBER OF PER UNIT
TRANSACTION TRANSACTION UNITS PURCHASED PURCHASE PRICE
----------- ----------- --------------- --------------
January 20, 1994 Open market purchase 5,500 $26.47
January 21, 1994 Open market purchase 400 26.50
February 7, 1994 Open market purchase 19,100 28.00
August 17, 1994 Open market purchase 100 26.00
August 26, 1994 Open market purchase 2,300 26.25
August 30, 1994 Open market purchase 1,300 26.25
May 4, 1995 Open market purchase 1,600 25.50
May 5, 1995 Open market purchase 1,600 25.38
May 8, 1995 Open market purchase 500 25.43
May 15, 1995 Open market purchase 6,600 26.00
May 16, 1995 Open market purchase 200 26.00
May 18, 1995 Open market purchase 300 26.00
May 19, 1995 Open market purchase 400 26.00
May 22, 1995 Open market purchase 100 26.00
June 29, 1995 Open market purchase 500 28.00
June 30, 1995 Open market purchase 100 28.00
July 5, 1995 Open market purchase 300 28.00
July 7, 1995 Open market purchase 1,700 28.00
July 10, 1995 Open market purchase 900 28.00
July 17, 1995 Open market purchase 1,000 28.75
August 17, 1995 Open market purchase 100 28.88
August 18, 1995 Open market purchase 12,800 28.88
-7-
<PAGE>
Nicholas Company, a registered investment adviser, purchased 6%
Senior Subordinated Convertible Debentures of the Company (the
"Bonds") on behalf of various of its investment advisory clients
as follows:
<TABLE>
<CAPTION>
NUMBER OF
AMOUNT OF UNITS THE
TRADE DATE OF TYPE OF CONVERTIBLE BONDS ARE
INVESTMENT ADVISORY CLIENT THE TRANSACTION TRANSACTION BONDS PURCHASED CONVERTIBLE INTO(1)
-------------------------- --------------- ----------- --------------- -------------------
<S> <C> <C> <C> <C>
Nicholas Fund, Inc. October 3, 1995 Open market purchase $10,290,000 676,693
Nicholas Limited Edition, Inc. October 3, 1995 Open market purchase 1,560,000 102,589
Private Accounts October 3, 1995 Open market purchase 550,000 36,169
</TABLE>
- -----------------
(1) The Bonds have a conversion price of $15.2063 per Unit, subject to
adjustment under certain circumstances.
ITEM 4. PURPOSE OF TRANSACTION
The Units and the Bonds were purchased for investment
purposes only. The Units and the Bonds may be acquired or
disposed of for investment purposes in brokerage transactions or
privately negotiated transactions. Mr. Nicholas and the Nicholas
Company have no present plans with respect to any specific level
of purchases or dispositions, but may effect additional purchases
or dispositions based on considerations such as market factors,
evaluations of the investment prospects of the Units and the
Bonds and investment objectives.
Mr. Nicholas and the Nicholas Company do not have any other
plans or proposals which relate to or would result in:
(a) The acquisition by any person of additional
securities of the Company, or the disposition of
securities of the Company;
(b) An extraordinary corporate transaction, such as a
merger, reorganization or liquidation, involving the
Company or any of its subsidiaries;
(c) A sale or transfer of a material amount of assets
of the Company or any of its subsidiaries;
(d) Any change in the present board of directors or
management of the Company, including any plans or
proposals to change the number or term of directors or
to fill any existing vacancies on the board;
(e) Any material change in the present capitalization
or dividend policy of the Company;
(f) Any other material change in the Company's
business or corporate structure;
(g) Change in the Company's charter, bylaws or
instruments corresponding thereto or other actions
which may impede the acquisition of control of the
Company by any person;
(h) Causing a class of securities of the Company to be
delisted from a national securities exchange;
(i) A class of equity securities of the Company
becoming eligible for termination of registration
pursuant to Section 12(g)(4) of the Act; or
(j) Any action similar to any of those enumerated
above.
-8-
<PAGE>
ITEM 5. INTEREST IN SECURITIES OF THE ISSUER
(a) Number and Percent Owned.
Albert O. Nicholas beneficially owns 428,700
Units, representing 5.48% of the total number of Units
issued and outstanding (based on 7,827,051 Units issued
and outstanding as of October 31, 1995, as reported in
the Company's Form 10-Q for the three months ended
September 30, 1995).
Nicholas Company is deemed to have beneficial
ownership of an aggregate of 815,451 Units (based upon
$10,290,000 in Bonds convertible into 676,693 Units
owned by Nicholas Fund, Inc., $1,560,000 in Bonds
convertible into 102,589 Units owned by Nicholas
Limited Edition, Inc. and $550,000 in Bonds convertible
into 36,169 Units owned by various private accounts for
which Nicholas Company acts as investment adviser),
representing 9.44% of the total number of Units
(815,451 , (7,827,051 + 815,451)).
(b) Voting and Dispositive Power.
All Units beneficially owned by Albert O.
Nicholas are owned with sole voting and dispositive
power.
All Bonds beneficially owned by the Nicholas
Company are owned by the Nicholas Company with sole
voting and dispositive power for the benefit of its
investment clients.
(c) Transactions Within the Past 60 Days.
Reference is made to the information
contained in the response to Item 3 hereof.
(d) Right to Direct Dividends or Proceeds From Sale.
Not applicable, other than as such rights may
exist under the Wisconsin Uniform Marital Property Act.
(e) Date Reporting Person Ceased to be a 5% Owner.
Not applicable.
ITEM 6. CONTRACTS, ARRANGEMENTS, UNDERSTANDINGS OR RELATIONSHIPS
WITH RESPECT TO SECURITIES OF THE ISSUER
None.
ITEM 7. MATERIAL TO BE FILED AS EXHIBITS
None.
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<PAGE>
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.
_______________________________ ______________________________________
Date Albert O. Nicholas
NICHOLAS COMPANY, INC.
_______________________________ By: ______________________________________
Date Albert O. Nicholas, President
