UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13D
Under the Securities Exchange Act of 1934
(Amendment No. 12)*
Advanced Medical, Inc.
(Name of Issuer)
Common Stock, $.01 par value
(Title of Class of Securities)
00754C 10 1
(CUSIP Number)
Keith L. Schaitkin, Esq.
Gordon Altman Butowsky Weitzen Shalov & Wein
114 West 47th Street, 20th Floor
New York, New York 10036
(212) 626-0800
(Name, Address and Telephone Number of Person Authorized to
Receive Notices and Communications)
February 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 //.
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 4 Pages
List of Exhibits is on Page 3
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SCHEDULE 13D - AMENDMENT NO. 12
This statement ("Statement") constitutes Amendment
No. 12 to the Schedule 13D filed with the Securities and
Exchange Commission (the "Commission") on April 7, 1989 (the
"Original Filing"), as amended by (i) Amendment No. 1 (the
"First Amendment") filed with the Commission on June 5,
1989; (ii) Amendment No. 2 (the "Second Amendment") filed
with the Commission on May 18, 1990; (iii) Amendment No. 3
(the "Third Amendment") filed with the Commission on March
1, 1991; (iv) Amendment No. 4 (the "Fourth Amendment") filed
with the Commission on April 12, 1991; (v) Amendment No. 5
(the "Fifth Amendment") filed with the Commission on
November 27, 1991; (vi) Amendment No. 6 (the "Sixth
Amendment") filed with the Commission on April 12, 1993;
(vii) Amendment No. 7 (the "Seventh Amendment") filed with
the Commission on January 4, 1994; (viii) Amendment No. 8
(the "Eighth Amendment") filed with the Commission on June
29, 1994; (ix) Amendment No. 9 (the "Ninth Amendment") filed
with the Commission on August 19, 1994; (x) Amendment No. 10
filed with the Commission on September 14, 1994 (the "Tenth
Amendment"); and (xi) Amendment No. 11 filed with the
Commission on October 26, 1994 (the "Eleventh Amendment")
concerning the common stock, par value $.01 per share
("Common Stock"), of Advanced Medical, Inc., a Delaware
corporation (the "Issuer"). The Original Filing, the First
Amendment, the Second Amendment and the Third Amendment were
filed on behalf of Jeffry M. Picower, April C. Freilich and
Decisions Incorporated, a Delaware corporation
("Decisions"). The Fourth Amendment, the Fifth Amendment,
the Sixth Amendment, the Seventh Amendment, the Eighth
Amendment the Ninth Amendment, the Tenth Amendment and the
Eleventh Amendment were, and this Statement is, filed on
behalf of Mr. Picower, Ms. Freilich, Decisions and JA
Special Limited Partnership, a Delaware limited partnership
("JA Special", and collectively with Mr. Picower, Ms.
Freilich and Decisions, "Registrants").
This Statement hereby amends the Items identified
below, or the particular paragraphs of such Items which are
identified below, to reflect the execution of a letter
agreement between Mr. Picower and the Issuer.
Item 6. Contracts, Arrangements, Understandings
or Relationships With Respect to
Securities of the Issuer
Item 6 is hereby amended to add the following:
On February 3, 1995, the Issuer and Decisions
entered into an agreement which modifies and supplements
certains terms related to the promissory notes dated January
4, 1994 and August 12, 1994, which were issued by the Issuer
to Decisions (filed as Exhibit 18 to the Seventh Amendment
and as Exhibit 20 to the Ninth Amendment, respectively).
<PAGE>
Item 7. Material to be Filed as Exhibits
Exhibit 25 Modification Agreement dated February At
Page 3, 1995, by and between
Advanced Medical, Inc. and
Decisions Incorporated
<PAGE>
SIGNATURES
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 7, 1995
/s/ Jeffry M. Picower
Jeffry M. Picower
/s/ April C. Freilich
April C. Freilich
DECISIONS INCORPORATED
By: /s/ April C. Freilich
April C. Freilich
President
JA SPECIAL LIMITED PARTNERSHIP
By: Decisions Incorporated
General Partner
By: /s/ April C. Freilich
April C. Freilich
President
MODIFICATION AGREEMENT
Agreement dated this 3rd day of February, 1995 by and
between Advanced Medical, Inc., a Delaware corporation ("AM") and
Decisions Incorporated, a Delaware corporation ("Decisions").
Background
AM and Decisions are parties to a promissory note dated
January 4, 1994, in the original principal amount of $6 million
(as amended by a letter agreement dated May 13, 1994, the "First
Note") (which matures no later than January 4, 2001) and a
promissory note dated August 12, 1994 in the original principal
amount of $6.5 million (which matures on January 4, 2001) (the
"Second Note" and together with the First Note, the "Decisions
Notes"). AM currently has outstanding $60 million in original
principal amount of 7.25 percent convertible subordinated debentures
(the "Debentures") (which mature on January 15, 2002).
AM desires to engage in one or more transactions (the
"Transactions") pursuant to which, in consideration of the
conversion of a portion of the Debentures into an
aggregate of up to 2,847,457 million shares of common stock of AM
in accordance with the terms of the Debentures (involving the
conversion of approximately 86.1 percent of the outstanding principal
amount of each such Debenture) and the surrender to AM of a
portion of the Debentures (constituting, with respect to each
such Debenture, the balance of such Debenture remaining
outstanding following the conversion of 86.1 percent thereof as
contemplated above), AM will issue to the holders of the
Debentures, promissory notes in the form contemplated in the
indenture attached hereto as Exhibit 1 (such notes, together with
the related indenture and all of the terms and provisions
thereof, collectively, the "New Notes") having an aggregate
principal amount not to exceed $30 million (to be issued to each
Debenture holder in an original principal amount equal to 50 percent of
the outstanding principal amount of the Debentures converted and
surrendered as contemplated above), due not more than four (4)
years from the date of issuance and bearing interest at the rate
of 15 percent per annum. AM and Decisions desire to maintain the
priority of the Decisions Notes with respect to final payment
over the indebtedness currently embodied in the Debentures.
Decisions desires to consent, pursuant to the terms of the
Decisions Notes, to the issuance of the New Notes and the payment
of interest and principal in accordance with the terms thereof,
and AM and Decisions desire to amend the Decisions Notes in order
to more clearly reflect the existing agreement of the parties
regarding payments AM is permitted to make with respect to
indebtedness of AM.
<PAGE>
NOW THEREFORE, the parties hereto, desiring to be
bound, do hereby agree as follows:
1. Supplement to the Decisions Notes. In addition to
the other terms and provisions of the Decisions Notes (as
modified hereby) or of or with respect to the New Notes, AM
hereby agrees that not less than ten (10) days prior to the date
of the payment of any principal portion of any New Note
(including, without limitation, any prepayment or redemption
thereof or any similar payment thereunder, other than the payment
of regularly scheduled interest thereon) AM will deliver written
notice thereof to Decisions (the "Payment Notice") which notice
shall specify the date upon which AM intends to make such
payment. For a period of five (5) days following the date of
receipt of the Payment Notice by Decisions (the "Exercise
Period") Decisions will have the right (the "Acceleration Right")
to declare all or any portion of the outstanding interest and
principal under the Decisions Notes (or either of them) to be
immediately due and payable, such right to be exercised by
delivery of notice thereof (the "Decisions Notice") by Decisions
to AM prior to the expiration of the Exercise Period.
In the event of the exercise of the Acceleration Right
by Decisions, all such outstanding amounts so specified by
Decisions in the Decisions Notice (the "Accelerated Amounts")
under the Decisions Notes shall immediately become due and
payable and AM shall thereafter make no further payment under the
New Notes or the Debentures until the Accelerated Amounts have
been paid in full.
Any failure of AM to comply with the terms and
provisions of this Modification Agreement in any material respect
shall, upon notice thereof by Decisions, constitute an Event of
Default (as such term is defined in Decisions Notes) under the
Decisions Notes.
2. Modification of First Note. The First Note is
hereby modified as follows:
(i) the following terms are added to Article I:
"New Notes" shall have the meaning
attached to it in the January 1995 Agreement.
"January 1995 Agreement" shall mean the
Modification Agreement dated February 3, 1995, between the
Initial Noteholder and the Company.
(ii) the following terms in Article I are amended
and restated in their entirety as follows:
<PAGE>
"GECC Loan" shall mean the Loan Agreement,
dated August 12, 1994, between IMED Corporation ("IMED") and
General Electric Capital Corporation ("GECC").
"GECC 1993 Intercreditor Agreement" shall
mean the Intercreditor Agreement dated January 3, 1994 between
the Initial Noteholder and GECC, as modified by the terms of the
Subordination Agreement, dated August 12, 1994, between the
Initial Noteholder and GECC, as agent.
(iii) Article II is hereby deleted and the
following is substituted therefor:
"ARTICLE II RANKING OF THE NOTE. Any Indebtedness of
the Company evidenced by this Note shall be senior in right of
payment to any of the Company's Indebtedness, including, without
limitation, the Debentures and the New Notes, provided, however,
that Indebtedness of the Company evidenced by this Note shall
constitute Indebtedness ranking pari passu with the Indebtedness
outstanding under the promissory note of the Company dated August
12, 1994, payable to Decisions Incorporated as the same has
heretofore or is hereafter modified, amended or supplemented; and
provided further, however, that subject to the terms and
provisions of the New Notes and of the January 1995 Agreement, so
long as there exists no Event of Default hereunder and no event
which, with the passage of time or the giving of notice or both
would result in the occurrence of an Event of Default, the
Company may make: (i) any payment on any Indebtedness of the
Company outstanding as of the date hereof in accordance with and
subject to the terms thereof; (ii) any payment under the New
Notes in accordance with and subject to the terms thereof; and
(iii) any payment of regularly scheduled interest upon any other
Indebtedness, when the same is due and payable in accordance with
and subject to the terms thereof."
(iii) Section 3.1 of Article III is amended and
restated in its entirety as follows:
"SECTION 3.1. Creation of Indebtedness. So long as
this Note shall remain outstanding the Company shall not, without
having obtained the prior written consent of the Noteholder,
create, incur, assume or guarantee any Indebtedness: (i) which is
secured by any lien, claim, security interest or other
encumbrance on any assets, property or rights of the Company or
any Affiliate, or upon the income derived therefrom; or (ii) the
principal portion of which is due or payable prior to the payment
in full of the Indebtedness evidenced by this Note: (x) in each
case, other than those arising with respect to the GECC Loan; and
(y) in the case of clause (ii), other than the New Notes."
<PAGE>
3. Modification of the Second Note. The Second Note
is hereby modified as follows:
(i) The following terms are added to
Article I:
"New Notes" shall have the meaning
attributed to it in the January 1995 Agreement.
"January 1995 Agreement" shall mean the
Modification Agreement dated February 3, 1995 between the Initial
Noteholder and the Company.
(ii) Article II is deleted and the following is
substituted therefor:
"ARTICLE II RANKING OF THE NOTE. Any Indebtedness of
the Company evidenced by this Note shall be senior in right of
payment to any of the Company's Indebtedness, including, without
limitation, the Debentures and the New Notes, provided, however,
that Indebtedness of the Company evidenced by this Note shall
constitute Indebtedness ranking pari passu with the Indebtedness
outstanding under the promissory note of the Company dated
January 4, 1994, payable to Decisions Incorporated as the same
has heretofore or is hereafter modified, amended or supplemented;
and provided further, however, that subject to the terms and
provisions of the New Notes and of the January 1995 Agreement, so
long as there exists no Event of Default hereunder and no event
which, with the passage of time or the giving of notice or both
would result in the occurrence of an Event of Default, the
Company may make: (i) any payment on any Indebtedness of the
Company outstanding as of the date hereof in accordance with and
subject to the terms thereof; (ii) any payment under the New
Notes in accordance with and subject to the terms thereof; and
(iii) any payment of regularly scheduled interest upon any other
Indebtedness, when the same is due and payable in accordance with
and subject to the terms thereof."
(iii) Section 3.1 of Article III is amended and
restated in its entirety as follows:
"SECTION 3.1. Creation of Indebtedness. So long as
this Note shall remain outstanding the Company shall not, without
having obtained the prior written consent of the Noteholder,
create, incur, assume or guarantee any Indebtedness: (i) which is
secured by any lien, claim, security interest or other
encumbrance on any assets, property or rights of the Company or
any Affiliate, or upon the income derived therefrom; or (ii)the
principal portion of which is due or payable prior to the payment
in full of the Indebtedness evidenced by this Note: (x) in each
case, other than those arising with respect to the GECC Loan
<PAGE>
Agreement; and (y) in the case of clause (ii), other than the New
Notes."
4. Representations and Warranties of AM. AM makes
the following representations and warranties to Decisions:
(a) Organizational Status and Authority of AM. AM is
a corporation duly organized, validly existing and in good
standing under the laws of the State of Delaware, and has the
power and authority to enter into this Modification Agreement, to
consummate the transactions contemplated hereby and otherwise
carry out its obligations hereunder. The execution, delivery and
performance of this Modification Agreement and the consummation
of the transactions contemplated hereby by AM have been duly
authorized by all necessary action on the part of AM. This
Modification Agreement when executed and delivered by AM,
constitutes the legal, valid and binding obligation of AM,
enforceable against AM in accordance with its terms, subject, as
to the enforcement of remedies, to applicable bankruptcy,
insolvency, reorganization and other similar laws affecting the
enforcement of creditors' rights generally and to general
principles of equity.
(b) Modification Agreement Not in Breach of Other
Instruments Affecting AM. The execution and delivery of this
Modification Agreement, the consummation of the transactions
contemplated by this Modification Agreement and the fulfillment
of the terms of this Modification Agreement by AM will not result
in the breach of any of the terms and provisions of, or
constitute a default under, or conflict with, any agreement or
other instrument by which AM is bound, AM's Certificate of
Incorporation or bylaws or other comparable organizational
documents, any judgment, decree, order or award of any court,
governmental body or arbitrator applicable to AM, or any
applicable law, rule or regulation.
(c) No Consents Required. The execution and delivery
of this Modification Agreement, the consummation of the
transactions provided for in this Modification Agreement by AM
and the fulfillment of the terms of this Modification Agreement
by AM do not require the consent of any governmental authority or
any other Person.
5. Representations and Warranties of Decisions.
Decisions makes the following representations and warranties to
AM:
(a) Organizational Status and Authority of Decisions.
Decisions is a corporation duly organized, validly existing and
in good standing under the laws of the State of Delaware, and has
the power and authority to enter into this Modification<PAGE>
<PAGE>
Agreement, to consummate the transactions contemplated hereby and
otherwise carry out its obligations hereunder. The execution,
delivery and performance of this Modification Agreement and the
consummation of the transactions contemplated hereby by Decisions
have been duly authorized by all necessary action on the part of
Decisions. This Modification Agreement when executed and
delivered by Decisions, constitute the legal, valid and binding
obligation of Decisions, enforceable against Decisions in
accordance with its terms, subject, as to the enforcement of
remedies, to applicable bankruptcy, insolvency, reorganization
and other similar laws affecting the enforcement of creditors'
rights generally and to general principles of equity.
(b) Modification Agreement Not in Breach of Other
Instruments Affecting Decisions. The execution and delivery of
this Modification Agreement, the consummation of the transactions
contemplated by this Modification Agreement and the fulfillment
of the terms of this Modification Agreement by Decisions will not
result in the breach of any of the terms and provisions of, or
constitute a default under, or conflict with, any agreement or
other instrument by which Decisions is bound, Decision's
Certificate of Incorporation or bylaws or other comparable
organizational documents, any judgment, decree, order or award of
any court, governmental body or arbitrator applicable to
Decisions, or any applicable law, rule or regulation.
(c) No Consents Required. The execution and delivery
of this Modification Agreement, the consummation of the
transactions provided for in this Modification Agreement by
Decisions and the fulfillment of the terms of this Modification
Agreement by Decisions do not require the consent of any
governmental authority or any other Person.
6. Additional Covenants.
(a) AM will not issue the New Notes: (i) other than in
accordance with the terms of the Transaction as contemplated
herein; (ii) in a form containing any material deviation from the
form attached hereto as Exhibit 1 hereto; or (iii) in excess of
$30 million in aggregate principal amount.
(b) AM will not, without the prior written consent of
Decisions, which may be withheld in its discretion, consent or
agree to any modification, amendment or waiver of any term or
provision of any New Note; provided, however, that the foregoing
shall not be deemed to limit the right or ability of AM to comply
with its obligations under Section 3 (Future Exchanges) under
that certain agreement of even date between AM, Fidelity Select
Healthcare Fund and Fidelity Convertible Securities Fund.
7. Miscellaneous.
<PAGE>
(a) No Waiver; Cumulative Remedies. No failure or
delay on the part of Decisions in exercising any right, power or
remedy under this Modification Agreement shall operate as a
waiver thereof; nor shall any single or partial exercise of any
such right, power or remedy preclude any other or further
exercise thereof or the exercise of any other right, power or
remedy right, power or remedy preclude any other or further
exercise thereof or the exercise of any other right, power or
remedy under this Modification Agreement. The remedies provided
in this Modification Agreement are cumulative and not exclusive
of any remedies provided by law.
(b) Amendments, Etc. No amendment, modification,
termination, or waiver of any provision of this Modification
Agreement nor consent to any departure by AM therefrom, shall in
any event be effective unless the same shall be in writing and
signed by Decisions, and then such waiver or consent shall be
effective only in the specific instance and for the specific
purpose for which given. No notice or demand on AM in any case
shall entitle AM to any other or further notice or demand in
similar or other circumstances.
(c) Addresses for Notices, Etc. All notices,
requests, demands, directions and other communications provided
for under this Modification Agreement (including, without
limitation, Section 1 hereof) shall be in writing and shall be
effective when delivered at the addresses indicated below:
If to the AM:
Advanced Medical, Inc.
9775 Businesspark Avenue
San Diego, California 92131
Attention: Chief Financial Officer
If to the Decisions:
Decisions Incorporated
22 Saw Mill River Road
Hawthorne, New York 10532
Attention: President
or, as to each party, at such other address as shall be
designated by such party in a written notice to each other party
complying as to delivery with the terms of this Section.
(d) Payment on Non-Business Days. Whenever any
payment to be made under this Modification Agreement shall be
stated to be due on a Saturday, Sunday or holiday such payment
may be made on the next succeeding business day, and such<PAGE>
<PAGE>
extension of time shall in such case be included in the
computation of payment of interest.
(e) Binding Effect; Assignment. This Modification
Agreement shall be binding upon and inure to the benefit of such
parties and their respective successors and assigns.
(f) Governing Law. This Modification Agreement shall
be governed by, and construed in accordance with, the laws of the
State of New York applicable to contracts made and to be
performed wholly within such State.
(g) Severability of Provisions. Any provision of this
Modification Agreement which is prohibited or unenforceable in
any jurisdiction shall, as to such jurisdiction, be ineffective
to the extent of such prohibition or unenforceability without
invalidating the remaining provisions hereof or affecting the
validity or enforceability of such provision in any other
jurisdiction.
(h) Headings. Article and Section headings in this
Modification Agreement are included herein for convenience of
reference only and shall not constitute a part hereof for any
other purpose.
(i) Debentures. The Indebtedness under the
Decisions Notes, as modified and supplemented hereby, constitutes
"Senior Indebtedness" within the meaning ascribed to such term
under the indenture creating the Debentures and under the New
Notes.
(j) Counting Days. In computing any number of days
for purposes of this Modification Agreement, all days will be
counted, including Saturdays, Sundays and holidays; provided,
however, that if the final day of any time period falls on a
Saturday, Sunday or holiday on which Federal banks are or may
elect to be closed, then the final day will be deemed to be the
next day which is not a Saturday, Sunday or such holiday.
IN WITNESS WHEREOF, the parties hereto have caused this
Modification Agreement to be executed by their proper corporate
officers thereunto duly authorized as of the date first above
written.
ADVANCED MEDICAL, INC.
By: /s/ Joseph W. Kuhn
DECISIONS INCORPORATED
By: /s/ Jeffry M. Picower
