UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13D
Under the Securities Exchange Act of 1934
(Amendment No. 17)*
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)
November 26, 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>
<PAGE>
SCHEDULE 13D
CUSIP No. 00754 C 10 1 Page of 6 Pages
1 NAME OF REPORTING PERSON
Jeffry M. Picower
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP*
(a) /x/
(b) //
3 SEC USE ONLY
4 SOURCE OF FUNDS*
5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO
ITEMS 2(d) or 2(e) //
6 CITIZENSHIP OR PLACE OF ORGANIZATION
United States
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH:
7 SOLE VOTING POWER
24,074,269
8 SHARED VOTING POWER
22,864,290
9 SOLE DISPOSITIVE POWER
24,074,269
10 SHARED DISPOSITIVE POWER
22,864,290
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
46,938,559
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN
SHARES*
//
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
79.2%
14 TYPE OF REPORTING PERSON*
IN
<PAGE>
<PAGE>
SCHEDULE 13D
CUSIP No. 00754 C 10 1 Page of 6 Pages
1 NAME OF REPORTING PERSON
Decisions Incorporated
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP*
(a) /x/
(b) //
3 SEC USE ONLY
4 SOURCE OF FUNDS*
5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO
ITEMS 2(d) or 2(e) //
6 CITIZENSHIP OR PLACE OF ORGANIZATION
Delaware
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH:
7 SOLE VOTING POWER
0
8 SHARED VOTING POWER
22,864,290
9 SOLE DISPOSITIVE POWER
0
10 SHARED DISPOSITIVE POWER
22,864,290
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
22,864,290
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN
SHARES*
//
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
38.8%
14 TYPE OF REPORTING PERSON*
CO
<PAGE>
<PAGE>
SCHEDULE 13D
CUSIP No. 00754 C 10 1 Page of 6 Pages
1 NAME OF REPORTING PERSON
JA Special Limited Partnership
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP*
(a) /x/
(b) //
3 SEC USE ONLY
4 SOURCE OF FUNDS*
5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO
ITEMS 2(d) or 2(e) //
6 CITIZENSHIP OR PLACE OF ORGANIZATION
Delaware
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH:
7 SOLE VOTING POWER
0
8 SHARED VOTING POWER
2,757,924
9 SOLE DISPOSITIVE POWER
0
10 SHARED DISPOSITIVE POWER
2,757,924
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
2,757,924
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN
SHARES*
//
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
4.7%
14 TYPE OF REPORTING PERSON*
PN
<PAGE>
SCHEDULE 13D - AMENDMENT NO. 17
This statement ("Statement") constitutes Amendment No. 17 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, concerning the common stock, par value
$.01 per share ("Common Stock"), of Advanced Medical, Inc., a Delaware
corporation (the "Issuer"); (xiv) Amendment No. 14 filed with the
Commission on August 7, 1996 regarding equity contributions in the
Issuer; (xv) Amendment No. 15 (the "Fifteenth Amendment") filed with the
Commission on August 23, 1996; and (xvi) Amendment No. 16 (the "Sixteenth
Amendment") filed with the Commission on August 26, 1996. 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, the Eleventh Amendment, the Twelfth Amendment, the Thirteenth
Amendment, the Fourteenth Amendment, the Fifteenth Amendment and the
Sixteenth 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 3. Source and Amount of Funds or Other Consideration.
Item 3 is hereby amended to add the following:
As more fully described in Item 6, pursuant to the Agreement
(as defined below), Mr Picower agreed (i) to exchange or to cause
Decisions to exchange certain convertible notes for 29,416,086 shares of
the Issuer's common stock and (ii) to purchase or cause Decisions to
purchase 13,333,333 shares of the Issuer's common stock from the Issuer
at a purchase price of $3.00 per share.
Item 4. Purpose of Transaction
Item 4 is hereby amended to add the following:
The purpose of this filing is to report an Agreement (the
"Agreement") entered into among Mr. Picower, Decisions and the Issuer
attached hereto as Exhibit 30 and discussed further in Item 6.
Item 5. Interest in Securities of the Issues
Item 5 (a) is hereby amended and restated in its entirety by
replacing Item 5 (a) with the following:
(a) As of the close of business on November 26, 1996,(i) Mr.
Picower may be deemed to beneficially own in the aggregate 46,938,559
shares of common stock, comprising approximately 72.1% of common stock;
(ii) Decisions may be deemed to beneficially own in the aggregate
22,864,290 shares of common stock, comprising approximately 38.8% of
common stock; and (iii) JA Special may be deemed to beneficially own in
the aggregate 2,757,924 shares of common stock, compromising
approximately 4.7% of common stock, based upon the common stock stated
to be outstanding by the Issuer on Issuer's filing on form 10-K for the
fiscal year 1995, as of March 21, 1996.
Item 5 (b) is hereby amended and restated in its entirety
replacing Item 5 (b) with the following:
(b) Mr. Picower may be deemed to have sole power to vote and sole
power to direct the disposition of 24,074,269 shares of common stock.
Mr. Picower may also be deemed to have shared power to vote and shared
power to direct the disposition of 22,864,290 shares of common stock.
Decisions may be deemed to have shared power to vote and shared power to
direct the disposition of 22,864,290 shares of common stock. JA Special
may be deemed to have shared power to vote and shared power to direct the
disposition of 2,757,924 shares of common stock.
Item 5 (c) is hereby amended to add the following:
(c) The following represents all of the transactions in the
Issuer's common stock effected by the Registrants in the past 60 days:
As more fully described in Item 6, on November 26, 1996, the
Registrants received 29,416,086 shares of the Issuer's common stock upon
exchanging certain convertible notes and purchased 13,333,333 shares of
the Issuer's common stock at $3.00 per share.
Item 6. Contracts, Arrangement, Understandings or Relationships
With Respect to Securities of the Issuer
Item 6 is hereby amended to add the following:
Mr. Picower, Decisions and the Issuer entered into an
Agreement of stock purchase and plan of recapitalization dated November
26, 1996 pursuant to which Mr. Picower agreed, among other things, (i) to
exchange or to cause Decisions to exchange (a)a $25 million 7%
convertible note issued by the Issuer and due 1/4/01; (b)a $6.5 million
9% convertible note issued by the Issuer due 1/4/01; (c) a $6 million 7%
convertible note due 1/4/01, for 29,416,086 shares of the Issuer's common
stock, and (ii) to purchase or cause Decisions to purchase 13,333,333
shares of the Issuer's common stock from the Issuer at a purchase price
equal to $3 per share, as a means of providing equity financing in
connection with a transaction pursuant to which, among other things, the
Issuer's wholly-owned subsidiary IMED Corporation merged with IVAC
Holdings, Inc., a Delaware corporation. The transaction was completed on
November 26, 1996.
Item 7. Materials to be filed as Exhibits
Exhibit 30 Agreement of Stock Purchase and Plan of Recapitalization
dated November 26, 1996.
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: December 10, 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
<PAGE>
EXHIBIT INDEX
Exhibit 30 Agreement of Stock Purchase and Plan of Recapitalization
dated November 26, 1996.
AGREEMENT OF STOCK PURCHASE AND PLAN OF RECAPITALIZATION
Agreement of Stock Purchase and Plan of
Recapitalization dated November 26, 1996, by and among
ADVANCED MEDICAL, INC., a Delaware Corporation ("AM"),
DECISIONS INCORPORATED, a Delaware corporation ("Decisions")
and Jeffry M. Picower, an individual residing at 1410 South
Ocean Boulevard, Palm Beach, FL 33480.
WHEREAS, AM and Mr. Picower have entered into a
letter agreement (the "Letter Agreement") pursuant to which
Mr. Picower agreed, among other things, directly or through an
affiliate (the "Designee"), to: (i) purchase AM common stock
from AM at a price of $3.00 per share for an aggregate
purchase price of $40 million (the "Takedown Amount") as a
means of providing equity financing to AM in connection with
AM acquiring a company and entering into a merger agreement
(the "Merger Agreement") in connection therewith (the
"Transaction")(the transaction described in this clause (i)
being referred to as the "Stock Purchase"); and (ii) pursuant
to a written plan of recapitalization, cause the transfer of
three outstanding notes (described in Section 4.5 below) (the
"Notes") held by Decisions to AM in exchange for shares (the
"Shares")of AM common stock, par value $.01 per share ("Common
Stock") in a transaction that will qualify as a
recapitalization within the meaning of Section 368(a)(1)(E) of
the Internal Revenue Code of 1986, as amended (the "Code")(the
transaction described in this clause (ii) being referred to as
the "Plan of Recapitalization"); and
WHEREAS, the parties hereto agree that the Stock
Purchase provided for herein constitutes the purchase for fair
market value of AM common stock by Mr. Picower; and
WHEREAS, the parties hereto agree that the Plan of
Recapitalization provided for herein constitutes an exchange
of equal values and is fair to AM and Decisions; and
WHEREAS, Decisions has entered into an agreement
with Mr. Picower pursuant to which Decisions assumed all of
the obligations and was assigned all of the rights of Mr.
Picower under the Letter Agreement and Mr. Picower has
designated Decisions as the Designee and Decisions agrees to
act as the Designee hereunder; and
WHEREAS, AM and Mr. Picower now desire to formalize
the terms of the Letter Agreement;
NOW, THEREFORE, in consideration of the premises and
mutual representations, warranties, covenants and agreements
hereinafter set forth, the parties hereto, desiring to be
legally bound, do hereby agree as follows:
1. Additional Financing. Mr. Picower hereby
agrees to purchase or cause the Designee to purchase Common
Stock from AM at a price of $3.00 per share at an aggregate
purchase price equal to the Takedown Amount which amount will
be provided by Mr. Picower or Designee to AM in order for AM
to pay: (i) the purchase price in connection with the
Transaction; (ii) additional working capital requirements
resulting from the Transaction; and (iii) related transaction
expenses and the cost of other transactions currently
contemplated (collectively, the "Additional Financing").
2. Plan of Recapitalization.
2.1 Exchange. The parties hereto agree that
the Plan of Recapitalization constitutes a plan of
reorganization within the meaning of Section 368 of the Code
and the Treasury Regulations promulgated thereunder whereby
Decisions will transfer the Notes to AM, and AM, in exchange
therefor, will transfer 29,416,086 shares of Common Stock to
Decisions in a transaction qualifying as a recapitalization
under Section 368(a)(1)(E) of the Code.
2.2 Interest. AM agrees that it will pay to
Decisions, in cash, all accrued and unpaid interest on the
Notes through the date of Closing.
3. Closing. The closing (the "Closing") of the
transactions contemplated hereby will take place at the
offices of Gordon Altman Butowsky Weitzen Shalov & Wein, 114
West 47th Street, New York, New York 10036 or such other place
as the parties may agree, contemporaneously with the closing
of the Transaction. At the Closing, Decisions shall deliver
the Takedown Amount and the Notes to AM and AM shall deliver
a stock certificate representing the Shares to Decisions.
4. Representations and Warranties of Mr. Picower
and Decisions. Mr. Picower and Decisions (collectively, the
"Picower Parties") hereby jointly and severally represent and
warrant to AM that:
4.1 Authorization; Binding Agreement. This
Agreement constitutes the legal, valid and binding agreement
of each of the Picower Parties, enforceable against each in
accordance with its terms, except to the extent that enforce-
ability may be limited by applicable bankruptcy, insolvency,
reorganization or other laws affecting the enforcement of
creditors' rights generally or by general equitable
principles. No restrictions (whether legal capacity or
otherwise) exist with respect to any Picower Parties' right
and ability to enter into this Agreement and perform all of
its obligations hereunder.
4.2 Organization. Decisions is a corporation
duly organized, validly existing and in good standing under
the laws of the State of Delaware. Decisions has the
requisite corporate power to conduct its businesses as it is
currently conducted and is duly qualified to do business in
each jurisdiction in which the property owned, leased or
operated by it or the nature of the business conducted by it
makes such qualification necessary, except where the lack of
such qualification would not in the aggregate have a material
adverse effect on the business, results of operations or
financial condition of Decisions taken as a whole.
4.3 Investment Intent. Decisions is acquiring
the Shares hereunder solely for the purpose of investment for
its own account and not with a view to, or for sale in
connection with, the "distribution," as such term is used in
Section 2(11) of the Securities Act of 1933, as amended (the
"1933 Act"), of any of the Shares in violation of the 1933 Act
or any applicable state securities laws. Decisions
understands that the Shares have not been registered under the
1933 Act or any applicable state securities laws and that it
will not be legally entitled to offer for sale, sell, or
otherwise transfer any of the Shares unless they have been
registered under the 1933 Act and applicable state securities
laws or unless an exemption from registration is available for
such offer, sale, or other transfer under the 1933 Act and
applicable state securities laws.
4.4 Fees. Neither Mr. Picower nor his
affiliates have paid or become obligated to pay any fee or
commission to any investment banker, broker, finder or
intermediary in connections with the transactions contemplated
by this Agreement.
4.5 Notes. Decisions owns, and at the Closing
will own, the Notes free and clear of all liens, pledges,
encumbrances, security interests or other claims of any nature
or kind. The Notes consist of (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 note issued by AM due January 4, 2001,
convertible into 9,523,809 shares of AMI common stock.
4.6 Authority Relative to this Agreement.
Decisions has all necessary corporate power and authority to
execute and deliver this Agreement and to consummate the
transactions contemplated hereby. The execution and delivery
of this Agreement by Decisions and the consummation by
Decisions of the transactions contemplated hereby have been
duly and validly authorized by its Board of Directors and no
other corporate proceedings on the part of Decisions are
necessary to authorize this Agreement or to consummate the
transactions so contemplated. This Agreement has been duly
and validly executed and delivered by Decisions and,
constitutes a valid and binding obligation of Decisions,
enforceable against Decisions in accordance with its terms.
5. Representations and Warranties of AM. AM
represents and warrants to Mr. Picower that:
5.1 Organization. AM is a corporation duly
organized, validly existing and in good standing under the
laws of the State of Delaware. AM has the requisite
corporate power to conduct its businesses as it is currently
conducted and is duly qualified to do business in each
jurisdiction in which the property owned, leased or operated
by it or the nature of the business conducted by it makes such
qualification necessary, except where the lack of such
qualification would not in the aggregate have a material
adverse effect on the business, results of operations or
financial condition of AM taken as a whole.
5.2 Authority Relative to this Agreement. AM
has all necessary corporate power and authority to execute and
deliver this Agreement and to consummate the transactions
contemplated hereby. The execution and delivery of this
Agreement by AM and the consummation by AM of the transactions
contemplated hereby have been duly and validly authorized by
its Board of Directors and no other corporate proceedings on
the part of AM are necessary to authorize this Agreement or to
consummate the transactions so contemplated. This Agreement
has been duly and validly executed and delivered by AM and
constitutes a valid and binding agreement of AM, enforceable
against AM in accordance with its terms.
5.3 Validity. The Shares to be issued to
Decisions pursuant to this Agreement will be duly authorized,
validly issued, fully paid and non-assessable and free of
preemptive rights.
6. Termination. If: (I) AM does not complete the
Transaction and request that Mr. Picower provide or direct
Designee to 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
7. Survival of Representations and Warranties.
The representations and warranties contained herein shall
survive the closing of the transactions contemplated hereby.
8. Miscellaneous.
8.1 Severability and Governing Law. Should
any section or any part of a section within this Agreement be
rendered void, invalid or unenforceable by any court of law
for any reason, such provision shall be construed to be en-
forceable to the maximum extent possible, and such invalidity
or unenforceability shall not void or render invalid or unen-
forceable any other section or part of a section in this
Agreement. This Agreement shall be construed and governed by
the laws of the State of New York.
8.2 Counterparts. This Agreement may be
executed in one or more counterparts, each of which shall be
deemed an original but all of which together shall constitute
one and the same instrument.
8.3 Section Headings. Section titles or
captions contained in this Agreement are inserted as a matter
of convenience and for reference purposes only, and in no way
define, limit, extend or describe the scope of this Agreement
or the intent of any provision hereof.
8.4 Singular and Plural, Etc. Whenever the
singular number is used herein and where required by the
context, the same shall include the plural, and the neuter
gender shall include the masculine and feminine genders and
vice versa.
8.5 Successors and Assigns. All rights,
covenants and agreements of the parties contained in this
Agreement shall, except as otherwise provided herein, be
binding upon and inure to the benefit of their respective
successors and assigns.
8.6 Third Party Beneficiaries. Except as
otherwise provided herein, nothing in this Agreement is
intended to, or shall be construed so as to create any third
party beneficiary in this Agreement or otherwise confer any
rights upon any person, firm or corporation that is not a
party hereto.<PAGE>
IN WITNESS WHEREOF, the parties have hereunto set
their hands as of the date first above written.
ADVANCED MEDICAL, INC.
By: /s/ Joseph W. Kuhn
Name: Joseph W. Kuhn
Title: President
DECISIONS INCORPORATED
By: /s/ Jeffry M. Picower
Name: Jeffry M. Picower
Title: C of B
/s/ Jeffry M. Picower
Jeffry M. Picower
