UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13D
Under the Securities Exchange Act of 1934
(Amendment No. 16)*
Advanced Medical, Inc.
(Name of Issuer)
Common Stock, $.01 par value
(Title of Class of Securities)
00754 C 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)
August 23, 1996
(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 6 Pages
SCHEDULE 13D - AMENDMENT NO. 16
This statement ("Statement") constitutes Amendment
No. 14 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"); (xi) Amendment No. 11 filed with the Commission
on October 26, 1994 (the "Eleventh Amendment"); (xii)
Amendment No. 12 filed with the Commission on February 3,
1995 (the "Twelfth Amendment); (xiii) Amendment No. 13 filed
with the Commission on December 4, 1995; (xiv) Amendment No.
14 filed with the Commission on August 8, 1996; and (xv)
Amendment No. 15 filed with the Commission on August 26,
1996, 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. The Fourth Amendment, the Fifth Amendment, the
Sixth Amendment, the Seventh Amendment, the Eighth
Amendment, the Ninth Amendment, the Tenth Amendment, the
Eleventh Amendment, the Twelfth Amendment, the Thirteenth
Amendment, the Fourteenth Amendment and the Fifteenth
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").
Item 7. Material to Be Filed as Exhibits
The letter Agreement between the Issuer and Mr. Picower
(the "Letter Agreement"), a copy of which is attached hereto
as Exhibit 29 and incorporated herein by reference, which
describes among other things, the terms on which Mr. Picower
may provide certain financing ("Financing") to the Issuer in
connection with a potential acquisition by the Issuer and
its wholly-owned subsidiary IMED Corporation of another
corporation and which was previously filed as Exhibit 27 to
the Fifteenth Amendment is being refiled because footnote 1
in the Letter Agreement was inadvertently not included in
the copy of the Letter Agreement filed as Exhibit 27 to the
previous filing.
Exhibit 29 Letter Agreement At Page __
by and between Advanced
Medical, Inc. and Jeffry M.
Picower
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: August 26, 1996
/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
EXHIBIT INDEX
Exhibit 29 Letter Agreement At Page __
by and between Advanced
Medical, Inc. and Jeffry M.
Picower
ADVANCED MEDICAL, INC.
9775 Businesspark Avenue
San Diego, CA 92131
Dear Mr. Picower:
As you know, Advanced Medical, Inc. ("AM") and its
subsidiary, IMED Corporation (together with AM, the
"Company"), are engaged in discussions regarding a transaction
(the "Transaction") to acquire a corporation (the "Target")
and will seek to enter into a Merger Agreement in connection
therewith (the "Merger Agreement"). Because the Company
currently believes that the acquisition by it of the Target at
the right price would be beneficial to it, the Company has
determined to attempt to obtain commitments from others to
provide it with funding resources necessary for it to complete
the Transaction if the Company is afforded the opportunity to
do so.
The Transaction would require the Company to obtain
substantial debt financing from third parties (the "New Debt")
and would require the Company to obtain common equity
financing of between $40 and $65 million (the amount actually
requested by AM in accordance herewith being referred to
herein as the "Takedown Amount") to provide: (i) amounts that
may be applied to the purchase price payable for the Target;
(ii) additional working capital requirements resulting from
the Transaction; and (iii) related transaction expenses and
the cost of other transactions currently contemplated.
AM believes that it is prudent to confirm in writing
its ability to procure the Takedown Amount and otherwise
engage in the transactions contemplated herein (collectively,
the "Additional Financing"). Accordingly, AM has requested
that you execute this letter agreement in order to evidence
your agreement and obligation to provide the Additional
Financing to AM; provided, however, that AM shall be entitled
to require you to provide amounts in excess of $40 million
with respect to the Takedown Amount only if such amounts are
necessary (in addition to the New Debt) to satisfy the funding
requirements contemplated in clauses (i)-(iii) above. This
letter also evidences the agreement of AM that proceeds with
the Transaction (which it may or may not do in its sole and
exclusive discretion), AM will be obligated to utilize the
Additional Financing. The Takedown Amount may, at your
option, be provided by you directly or through any one or more
of your designees.
<PAGE>
The Additional Financing will include the following
elements:
- The Additional Financing will provide for the
purchase of AM common stock from AM at a price
of $3.00 per share for an aggregate purchase
price equal to the Takedown Amount.
- You and your affiliates will, pursuant to a
written plan of recapitalization (all pursuant
to documentation that will reflect that the
exchange is pursuant to a plan under Section
368(a)(1)(E) of the Internal Revenue Code of
1986, as amended) transfer the three
outstanding notes <F1> (the "Notes") currently
held by you and your affiliates in exchange
for 29,416,086 shares of AM common stock.
- All accrued interests on the Notes will be
paid in cash at the time of the Transfer.
- The Additional Financing will only be required
to be provided to AM simultaneously with the
closing of the Transaction.
As you know, in light of the circumstances
surrounding the Transaction, including those referred to
above, there can be no assurance whatsoever that AM will be
able, or, even if it is able, will desire, to complete the
Transaction. If: (i) AM does not complete the Transaction and
request that you provide the Additional Financing as
contemplated above, prior to June 30, 1997; or (ii) the Merger
Agreement is terminated in accordance with its terms, the
obligations hereunder will terminate unless this limitation is
waived by the parties hereto in writing.
<PAGE>
This letter, when executed by you in the space
provided below, will evidence our mutual agreement with
respect to the foregoing.
Very truly yours,
ADVANCED MEDICAL, INC.
By: /s/ Joseph W. Kuhn
AGREED AND ACCEPTED:
/s/ Jeffry M. Picower
Jeffry M. Picower
[FN]
<F1>
The Notes include (i) a $6 million 7% convertible note issued
by AM due January 4, 2001, convertible into 6,024,096 shares
of AM common stock; (ii) a $6.5 million 9% convertible note
issued by AM due January 4, 2001, convertible into 10,534,848
shares of AM common stock; and (iii) a $25 million 7%
convertible debenture issued by AM due January 4, 2001, note
into 9,523,809 shares of AMI common stock.
