SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
Schedule 13D**
Under the Securities Exchange Act of 1934
(Amendment No. 1)*
Integrated Orthopaedics, Inc.
(Name of Issuer)
Common Stock, Par Value $.001 Par Value
(Title of Class of Securities)
45812K108
(Cusip Number)
J. Taylor Crandall
201 Main Street
Fort Worth, Texas 76102
(817) 390-8500
(Name, Address and Telephone Number of Person
Authorized to Receive Notices and Communications)
March 31, 1998
(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 [ ].
*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).
**The total number of shares reported herein is 9,302,322 shares, which
constitutes approximately 59.7% of the 15,573,782 shares of Stock deemed
outstanding pursuant to Rule 13d-3(d)(1)(i) under the Act. Unless
otherwise stated, all ownership percentages set forth herein assume that
there are 6,296,460 shares outstanding.
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<PAGE>
1. Name of Reporting Person:
FW Integrated Orthopaedics Investors, L.P.
2. Check the Appropriate Box if a Member of a Group:
(a) / /
(b) / X /
3. SEC Use Only
4. Source of Funds: 00-Contributions from Partners
5. Check box if Disclosure of Legal Proceedings is Required Pursuant to
Items 2(d) or 2(e):
/ /
6. Citizenship or Place of Organization: Texas
7. Sole Voting Power: -0-
Number of
Units
Beneficially 8. Shared Voting Power: -0-
Owned By
Each
Reporting 9. Sole Dispositive Power: -0-
Person
With
10. Shared Dispositive Power: -0-
11. Aggregate Amount Beneficially Owned by Each Reporting Person:
4,638,661 (1)(2)
12. Check Box if the Aggregate Amount in Row (11) Excludes Certain Units:
/ /
13. Percent of Class Represented by Amount in Row (11): 42.4% (3)
14. Type of Reporting Person: PN
- ------------
(1) Represents 2,138,661 shares of Stock that may be acquired upon the
conversion of 128,371 shares of the Issuer's Series B Convertible Non-
Redeemable Preferred Stock and 2,500,000 shares of the Stock that may
be acquired upon exercise of warrants that become exercisable on July
1, 2000.
(2) Assumes, pursuant to Rule 13d-3(d)(1)(i), that there are 10,935,121
shares of the Stock outstanding.
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<PAGE>
1. Name of Reporting Person:
Group 31, Inc.
2. Check the Appropriate Box if a Member of a Group:
(a) / /
(b) / X /
3. SEC Use Only
4. Source of Funds: Not Applicable
5. Check box if Disclosure of Legal Proceedings is Required Pursuant to
Items 2(d) or 2(e):
/ /
6. Citizenship or Place of Organization: Texas
7. Sole Voting Power: -0-
Number of
Units
Beneficially 8. Shared Voting Power: -0-
Owned By
Each
Reporting 9. Sole Dispositive Power: -0-
Person
With
10. Shared Dispositive Power: -0-
11. Aggregate Amount Beneficially Owned by Each Reporting Person:
4,638,661(1)(2)
12. Check Box if the Aggregate Amount in Row (11) Excludes Certain Units:
/ /
13. Percent of Class Represented by Amount in Row (11): 42.4%(4)
14. Type of Reporting Person: CO
- ------------
(1) Solely in its capacity as the sole general partner of FW Integrated
Orthopaedics Investors, L.P.
(2) Represents 2,138,661 shares of Stock that may be acquired upon the
conversion of 128,371 shares of the Issuer's Series B Convertible Non-
Redeemable Preferred Stock and 2,500,000 shares of the Stock that may
be acquired upon exercise of warrants that become exercisable on July
1, 2000. FW Integrated Orthopaedics Investor, L.P. is the direct
owner of such securities.
(4) Assumes, pursuant to Rule 13d-3(d)(1)(i), that there are 10,935,121
shares of the Stock outstanding.<PAGE>
<PAGE>
1. Name of Reporting Person:
J. Taylor Crandall
2. Check the Appropriate Box if a Member of a Group:
(a) / /
(b) / X /
3. SEC Use Only
4. Source of Funds: Not Applicable
5. Check box if Disclosure of Legal Proceedings is Required Pursuant to
Items 2(d) or 2(e):
/ /
6. Citizenship or Place of Organization: USA
7. Sole Voting Power: 25,000 (1)
Number of
Units
Beneficially 8. Shared Voting Power: -0-
Owned By
Each
Reporting 9. Sole Dispositive Power: 25,000 (1)
Person
With
10. Shared Dispositive Power: -0-
11. Aggregate Amount Beneficially Owned by Each Reporting Person:
4,663,661 (2)(3)
12. Check Box if the Aggregate Amount in Row (11) Excludes Certain Units:
/ /
13. Percent of Class Represented by Amount in Row (11): 42.6% (4)
14. Type of Reporting Person: IN
- ------------
(1) Solely in his capacity as President and sole shareholder of Group
Special Investments, Inc.
(2) Solely in his capacity as President and sole shareholder of Group
31 Inc., in its capacity as the sole general partner of FW Integrated
Orthopaedics Investors, L.P. with respect to 4,638,661 shares.
(3) Represents 2,138,661 shares of Stock that may be acquired upon the
conversion of 128,371 shares of the Issuer's Series B Convertible Non-
Redeemable Preferred Stock and 2,500,000 shares of the Stock that may
be acquired upon exercise of warrants that become exercisable on July
1, 2000. FW Integrated Orthopaedics Investors, L.P. is the direct
owner of such securities.
(4) Assumes, pursuant to Rule 13d-3(d)(1)(i), that there are 10,935,121
shares of the Stock outstanding.
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<PAGE>
1. Name of Reporting Person:
FW Integrated Orthopaedics Investors II, L.P.
2. Check the Appropriate Box if a Member of a Group:
(a) / /
(b) / X /
3. SEC Use Only
4. Source of Funds: 00-Contributions from Partners
5. Check box if Disclosure of Legal Proceedings is Required Pursuant
to Items 2(d) or 2(e):
/ /
6. Citizenship or Place of Organization: Texas
7. Sole Voting Power: -0-
Number of
Units
Beneficially 8. Shared Voting Power: -0-
Owned By
Each
Reporting 9. Sole Dispositive Power: -0-
Person
With
10. Shared Dispositive Power: -0-
11. Aggregate Amount Beneficially Owned by Each Reporting Person:
4,638,661 (1)
12. Check Box if the Aggregate Amount in Row (11) Excludes Certain
Units:
/ /
13. Percent of Class Represented by Amount in Row (11): 42.4% (3)
14. Type of Reporting Person: PN
- ------------
(1) Represents 2,138,661 shares of Stock that may be acquired upon the
conversion of 128,371 shares of the Issuer's Series B Convertible
Non-Redeemable Preferred Stock and 2,500,000 shares of the Stock
that may be acquired upon exercise of warrants that become
exercisable on July 1, 2000.
(2) Assumes, pursuant to Rule 13d-3(d)(1)(i), that there are 10,935,121
shares of the Stock outstanding.<PAGE>
<PAGE>
1. Name of Reporting Person:
FW Group Genpar, Inc.
2. Check the Appropriate Box if a Member of a Group:
(a) / /
(b) / X /
3. SEC Use Only
4. Source of Funds: Not Applicable
5. Check box if Disclosure of Legal Proceedings is Required Pursuant
to Items 2(d) or 2(e):
/ /
6. Citizenship or Place of Organization: Texas
7. Sole Voting Power: -0-
Number of
Units
Beneficially 8. Shared Voting Power: -0-
Owned By
Each
Reporting 9. Sole Dispositive Power: -0-
Person
With
10. Shared Dispositive Power: -0-
11. Aggregate Amount Beneficially Owned by Each Reporting Person:
4,638,661 (1)(2)
12. Check Box if the Aggregate Amount in Row (11) Excludes Certain
Units:
/ /
13. Percent of Class Represented by Amount in Row (11): 42.4% (4)
14. Type of Reporting Person: CO
- ------------
(1) Solely in its capacity as the sole general partner of FW Integrated
Orthopaedics Investors II, L.P.
(2) Represents 2,138,661 shares of Stock that may be acquired upon the
conversion of 128,371 shares of the Issuer's Series B Convertible
Non-Redeemable Preferred Stock and 2,500,000 shares of the Stock that
may be acquired upon exercise of warrants that become exercisable on
July 1, 2000. FW Integrated Orthopaedics Investors, II, L.P. is the
direct owner of such securities.
(3) Assumes, pursuant to Rule 13d-3(d)(1)(i), that there are 10,935,121
shares of the Stock outstanding.
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<PAGE>
1. Name of Reporting Person:
David G. Brown
2. Check the Appropriate Box if a Member of a Group:
(a) / /
(b) / X /
3. SEC Use Only
4. Source of Funds: Not Applicable
5. Check box if Disclosure of Legal Proceedings is Required Pursuant
to Items 2(d) or 2(e):
/ /
6. Citizenship or Place of Organization: USA
7. Sole Voting Power: -0-
Number of
Units
Beneficially 8. Shared Voting Power: -0-
Owned By
Each
Reporting 9. Sole Dispositive Power: -0-
Person
With
10. Shared Dispositive Power: -0-
11. Aggregate Amount Beneficially Owned by Each Reporting Person:
4,638,661 (1)(2)
12. Check Box if the Aggregate Amount in Row (11) Excludes Certain
Units:
/ /
13. Percent of Class Represented by Amount in Row (11): 42.4% (3)
14. Type of Reporting Person: IN
- ------------
(1) Solely in his capacity as President and sole shareholder of FW Group
Genpar, Inc. in its capacity as the sole general partner of FW
Integrated Orthopaedics Investors II, L.P.
(2) Represents 2,138,661 shares of Stock that may be acquired upon the
conversion of 128,371 shares of the Issuer's Series B Convertible Non-
Redeemable Preferred Stock and 2,500,000 shares of the Stock that may
be acquired upon exercise of warrants that become exercisable on July
1, 2000. FW Integrated Investors II, L.P. is the direct beneficial
owner of such securities.
(3) Assumes, pursuant to Rule 13d-3(d)(1)(i), that there are 10,935,121
shares of the Stock outstanding.
<PAGE>
<PAGE>
1. Name of Reporting Person:
Group Special Investments, Inc.
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: Texas
7. Sole Voting Power: 25,000 (1)
Number of
Units
Beneficially 8. Shared Voting Power: -0-
Owned By
Each
Reporting 9. Sole Dispositive Power: 25,000 (1)
Person
With
10. Shared Dispositive Power: -0-
11. Aggregate Amount Beneficially Owned by Each Reporting Person:
25,000 (1)
12. Check Box if the Aggregate Amount in Row (11) Excludes Certain
Units:
/ /
13. Percent of Class Represented by Amount in Row (11): 0.4%
14. Type of Reporting Person: CO
- ------------
(1) Power is exercised through its President and sole shareholder, J.
Taylor Crandall.
<PAGE>
<PAGE>
Pursuant to Rule 13d-2(a) of Regulation 13D-G of the General Rules
and Regulations under the Securities Exchange Act of 1934, as amended (the
"Act"), the undersigned hereby amend their Schedule 13D Statement dated
December 12, 1997 (the "Schedule 13D"), relating to the Common Stock, $.001
par value (the "Stock"), of Integrated Orthopaedics, Inc. Unless otherwise
indicated, all defined terms used herein shall have the same meanings
respectively ascribed to them in the Schedule 13D.
Item 5. Interest in Securities of the Issuer.
Item 5 is hereby amended and restated in its entirety as follows:
(a)
FW Investors
The aggregate number of shares of the Stock that FW Investors owns
beneficially, pursuant to Rule 13d-3 of the Act, is 4,638,661 which
constitutes approximately 42.4% of the 10,935,121 shares of the Stock
deemed outstanding pursuant to Rule 13d-3(d)(1)(i).
Group
Because of its position as the sole general partner of FW
Investors, Group may, pursuant to Rule 13d-3 of the Act, be deemed to be
the beneficial owner of 4,638,661 shares of the Stock, which constitutes
approximately 42.4% of the 10,935,121 shares of the Stock deemed
outstanding pursuant to Rule 13d-3(d)(1)(i).
Crandall
Because of his position as the President and sole shareholder of
Group, which is the sole general partner of FW Investors, and because of
his position as President and sole shareholder of Group Investments,
Crandall may, pursuant to Rule 13d-3 of the Act, be deemed to be the
beneficial owner of 4,663,661 shares of the Stock, which constitutes
approximately 42.6% of the 10,935,121 shares of the Stock deemed
outstanding pursuant to Rule 13d-3(d)(1)(i).
FW Investors II
The aggregate number of shares of the Stock that FW Investors II
owns beneficially, pursuant to Rule 13d-3 of the Act, is 4,638,661 which
constitutes approximately 42.4% of the 10,935,121 shares of the Stock
deemed outstanding pursuant to Rule 13d-3(d)(1)(i).
FW Genpar
Because of its position as the sole general partner of FW Investors
II, FW Genpar may, pursuant to Rule 13d-3 of the Act, be deemed to be the
beneficial owner of 4,638,661 shares of the Stock, which constitutes
approximately 42.4% of the 10,935,121 shares of the Stock deemed
outstanding pursuant to Rule 13d-3(d)(1)(i).
Brown
Because of his position as the President and sole shareholder of FW
Genpar, which is the sole general partner of FW Investors II, Brown may,
pursuant to Rule 13d-3 of the Act, be deemed to be the beneficial owner of
4,638,661 shares of the Stock, which constitutes approximately 42.4% of the
10,935,121 shares of the Stock deemed outstanding pursuant to Rule 13d-
3(d)(1)(i).
Group Investments
The aggregate number of shares of the Stock that Group Investments
owns beneficially, pursuant to Rule 13d-3 of the Act, is 25,000, which
constitutes approximately 0.4% of the outstanding shares of the Stock.
(b)
Neither FW Investors, Group, FW Investors II, FW Genpar nor Brown
have voting or dispositive power over any shares of the Stock.
Crandall
In his capacity as the President and sole shareholder of Group
Investments, Crandall has the sole power to vote or to direct the vote and
to dispose or to direct the disposition of 25,000 shares of the Stock.
Group Investments
Group Investments has the sole power to vote or to direct the vote
and to dispose or to direct the disposition of 25,000 shares of the Stock.
(c) On March 31, 1998, FW Investors and FW Investors II each
received 2,786 shares of the Issuer's Series B Convertible Non-Redeemable
Preferred Stock ("Series B Stock") in the form of a paid-in-kind dividend
on shares of the Series B Stock owned by them. Each share of the Series B
Stock is currently convertible into 16.66 shares of the Stock.
Except as set forth above, none of the Reporting Persons have
effected any transactions in shares of the Stock during the past 60 days.
(d) Each of the Reporting Persons affirms that no person other
than such Reporting Person has the right to receive or the power to direct
the receipt of dividends from, or the proceeds from the sale of, the shares
of the Stock owned by such Reporting Person.
(e) Not Applicable.
Item 7. Material to be Filed as Exhibits.
Exhibit 99.1 -- Agreement pursuant to Rule 13d-1(k)(1)(iii), filed
herewith.
Exhibit 99.2 -- Securities Purchase Agreement dated as of
December 12, 1997 between Integrated Orthopaedics, Inc. and
FW Integrated Orthopaedics Investors, L.P. and Integrated
Orthopaedics, Inc. and FW Integrated Orthopaedics Investors
II, L.P. and other parties named herein, previously filed.
Exhibit 99.3 -- Limited Partnership Agreement of FW Integrated Investors,
L.P., previously filed.
Exhibit 99.4 -- Limited Partnership Agreement of FW Integrated Investors
II, L.P., previously filed.
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<PAGE>
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:
FW INTEGRATED ORTHOPAEDICS
INVESTORS, L.P.
By: Group 31, Inc., general partner
By: /s/ J. Taylor Crandall
J. Taylor Crandall
President
GROUP 31, INC.
By: /s/ J. Taylor Crandall
J. Taylor Crandall
President
/s/ J. Taylor Crandall
J. Taylor Crandall
FW INTEGRATED ORTHOPAEDICS
INVESTORS II, L.P.
By: FW Group Genpar, Inc.,
general partner
By: /s/ David G. Brown
David G. Brown
President
FW GROUP GENPAR, INC.
By: /s/ David G. Brown
David G. Brown
President
/s/ David G. Brown
David G. Brown
GROUP SPECIAL INVESTMENTS, INC.
By: /s/ J. Taylor Crandall
J. Taylor Crandall
President
<PAGE>
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EXHIBIT INDEX
EXHIBIT DESCRIPTION
99.1 Agreement and Power of Attorney pursuant to Rule 13d-1(k)(1)(iii),
filed herewith.
Exhibit 99.1
1. Joint Filing. Pursuant to Rule 13d-1(k)(1)(iii) of Regulation
13D-G of the General Rules and Regulations of the Securities and Exchange
Commission under the Securities Exchange Act of 1934, as amended, the
undersigned agrees that the statement to which this Exhibit is attached is
filed on behalf of each of them in the capacities set forth below.
2. Power of Attorney. Know all persons by these presents that
each person whose signature appears below constitutes and appoints David G.
Brown, W. Robert Cotham, J. Taylor Crandall and each of them, as his true
and lawful attorneys-in-fact and agents with full power of substitution and
resubstitution, for such person and in such person's name, place and stead,
in any and all capacities, to sign any and all amendments to the Schedule
13D, and any reports filed pursuant to Section 16 of the Securities
Exchange Act of 1934, filed on behalf of each of them with respect to their
beneficial ownership of Integrated Orthopaedics, Inc. and to file the same,
with all exhibits thereto and all documents in connection therewith, with
the Securities and Exchange Commission, granting unto said attorneys-in-
fact and agents, and each of them, full power and authority to do and
perform each and every act and thing requisite and necessary to be done in
and about the premises, as fully to all intents and purposes as such person
might or could do in person, hereby ratifying and confirming all that said
attorneys-in-fact and agents or any of them, or such person or their
substitute or substitutes, may lawfully do or cause to be done by virtue
hereof.
DATED:
FW INTEGRATED ORTHOPAEDICS
INVESTORS, L.P.
By: Group 31, Inc., general partner
By: /s/ J. Taylor Crandall
J. Taylor Crandall
President
GROUP 31, INC.
By: /s/ J. Taylor Crandall
J. Taylor Crandall
President
/s/ J. Taylor Crandall
J. Taylor Crandall
FW INTEGRATED ORTHOPAEDICS
INVESTORS II, L.P.
By: FW Group Genpar, Inc.,
general partner
By: /s/ David G. Brown
David G. Brown
President
FW GROUP GENPAR, INC.
By: /s/ David G. Brown
David G. Brown
President
/s/ David G. Brown
David G. Brown
GROUP SPECIAL INVESTMENTS, INC.
By: /s/ J. Taylor Crandall
J. Taylor Crandall
President
