SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
Schedule 13D**
Under the Securities Exchange Act of 1934
(Amendment No. 6)*
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)
August 2, 2000
(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(e), 13d-1(f) or 13d-1(g), 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 26,318,924 shares, which
constitutes approximately 76.0% of the 34,632,772 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
29,620,772 shares outstanding.
<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, as amended by Amendment No. 1 dated March 31, 1998, as amended by
Amendment No. 2 dated October 26, 1998, and as amended by Amendment No. 3 dated
February 18, 1999, as amended by Amendment No. 4 dated January 10, 2000, as
amended by Amendment No. 5 dated August 4, 2000 (the "Schedule 13D"), relating
to the Common Stock, $.001 par value (the "Stock"), of Integrated Orthopaedics,
Inc. (the "Issuer"). Unless otherwise indicated, all defined terms used herein
shall have the same meanings respectively ascribed to them in the Schedule 13D.
Item 1. SECURITY AND ISSUER.
No material change.
Item 2. IDENTITY AND BACKGROUND.
No material change.
Item 3. SOURCE AND AMOUNT OF FUNDS OR OTHER CONSIDERATION.
No material change.
Item 4. Purpose of Transaction
No material change.
Item 5. Interest in Securities of the Issuer.
No material change.
Item 6. CONTRACTS, ARRANGEMENTS, UNDERSTANDINGS OR RELATIONSHIPS WITH RESPECT
TO SECURITIES OF THE ISSUER.
No material change.
Item 7. Material to be Filed as Exhibits.
This Amendment No. 6 to the Schedule 13D is being made to file the
correct Exhibit 99.5 in replacement of that which was filed with Amendment No. 5
to the Schedule 13D.
99.1 Agreement and Power of Attorney pursuant to Rule 13d-1(k)(1)(iii),
previously filed.
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.
99.3 Limited Partnership Agreement of FW Integrated Investors, L.P.,
previously filed.
99.4 Limited Partnership Agreement of FW Integrated Investors II, L.P.,
previously filed.
99.5 Agreement dated July 24, 2000, between FW Integrated Orthopaedics
Investors, L.P. and FW Integrated Orthopaedics Investors II, L.P. and
other parties named herein, regarding the conversion of the Issuer's
Series B Preferred stock, filed herewith.
99.6 Letter dated July 26, 2000, to Robert L. Stein of Chartwell Capital
Management, Inc. from FW Integrated Orthopaedics Investors, L.P. and FW
Integrated Orthopaedics Investors II, L.P. regarding the conversion of
the Issuer's Series A and Series B Preferred stock, filed herewith.
99.7 Letters dated August 1, 2000, from FW Integrated Orthopaedics
Investors, L.P. and FW Integrated Orthopaedics Investors II, L.P. to
Integrated Orthopaedics, Inc. regarding the conversion of the Issuer's
Series B Preferred Stock, and from Chartwell Capital Investors, L.P. to
Integrated Orthopaedics, Inc. regarding the conversion of the Issuer's
Series A Preferred Stock, filed herewith.
99.8 Letter dated July 31, 2000, from Weil, Gotshal & Manges LLP
to Jose E. Kauachi regarding the July 24, 2000 Agreement, filed
herewith.
<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: August 8, 2000
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>
EXHIBIT INDEX
EXHIBIT DESCRIPTION
99.1 Agreement and Power of Attorney pursuant to Rule 13d-1(k)(1)(iii),
previously filed.
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.
99.3 Limited Partnership Agreement of FW Integrated Investors, L.P.,
previously filed.
99.4 Limited Partnership Agreement of FW Integrated Investors II, L.P.,
previously filed.
99.5 Agreement dated July 24, 2000, between FW Integrated Orthopaedics
Investors, L.P. and FW Integrated Orthopaedics Investors II, L.P. and
other parties named herein, regarding the conversion of the Issuer's
Series B Preferred stock, filed herewith.
99.6 Letter dated July 26, 2000, to Robert L. Stein of Chartwell Capital
Management, Inc. from FW Integrated Orthopaedics Investors, L.P. and FW
Integrated Orthopaedics Investors II, L.P. regarding the conversion of
the Issuer's Series A and Series B Preferred stock, filed herewith.
99.7 Letters dated August 1, 2000, from FW Integrated Orthopaedics
Investors, L.P. and FW Integrated Orthopaedics Investors II, L.P. to
Integrated Orthopaedics, Inc. regarding the conversion of the Issuer's
Series B Preferred Stock, and from Chartwell Capital Investors, L.P. to
Integrated Orthopaedics, Inc. regarding the conversion of the Issuer's
Series A Preferred Stock, filed herewith.
99.8 Letter dated July 31, 2000, from Weil, Gotshal & Manges LLP to Jose E.
Kauachi regarding the July 24, 2000 Agreement, filed herewith.
