UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13D
Under the Securities Exchange Act of 1934
(Amendment No. 15)*
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. 15
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; and (xiv) Amendment
No. 14 filed with the Commission on August 8, 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 and the Fourteenth 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").
<PAGE>
Item 4. Purpose of Transaction
Item 4 is hereby amended to add the following:
The Issuer and Mr. Picower executed a letter
agreement (the "Letter Agreement"), a copy of which is
attached hereto as Exhibit 27 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.
In connection therewith, Mr. Picower and Decisions
entered into an assignment agreement (the "Assignment
Agreement"), a copy of which is attached hereto as Exhibit
28 and incorporated herein by reference, pursuant to which
Decisions assumed the obligations under the Letter
Agreement.
Item 6. Contracts, Arrangement, Understandings
or Relationships With Respect to
Securities of the Issuer
Item 6 is hereby amended to add the following:
As more fully described in Item 4 above, the
Issuer and Mr. Picower entered into the Letter Agreement,
which sets forth the terms of the Additional Financing and
the Assignment Agreement which transfer Mr. Picower's rights
under the Letter Agreement to Decisions.
Item 7. Material to Be Filed as Exhibits
Exhibit 27 Letter Agreement At Page __
by and between Advanced
Medical, Inc. and Jeffry M.
Picower
Exhibit 28 Assignment Agreement dated At Page __
August 23, 1996, by and between
Jeffry M. Picower and Decisions
Incorporated
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 23, 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 27 Letter Agreement At Page __
by and between Advanced
Medical, Inc. and Jeffry M.
Picower
Exhibit 28 Assignment Agreement dated At Page __
August 23, 1996, by and between
Jeffry M. Picower and Decisions
Incorporated
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.
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 (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.
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
ASSIGNMENT AGREEMENT
ASSIGNMENT AGREEMENT, dated as of August 23, 1996, between
Jeffry M. Picower ("Picower") and Decisions Incorporated
("Decisions").
WITNESSETH
WHEREAS, Picower has entered into an agreement with Advanced
Medical, Inc. ("AM") with respect to an equity contribution in AM
(the "Agreement") in the form attached hereto as Exhibit A.
Terms used herein and not otherwise defined shall have the
meanings set forth in the agreement.
NOW, THEREFORE, in accordance with the terms of the
Agreement, Picower and Decisions agree as follows:
1. (a) Picower hereby assigns its rights under the
Agreement to Decisions.
(b) Decisions hereby accepts all the right, title and
interest of Picower in, to and under the Agreement and Decisions
assumes and agrees to perform all of the obligations of Picower
to be performed pursuant to the Agreement.
2. This Agreement shall be governed by and construed in
accordance with the law of the State of New York, without regard
to the conflicts of law rules of such State.
3. This Agreement may be executed in one or more
counterparts, each of which shall be deemed to be an original,
but all of which together shall constitute one and the same
instrument.
IN WITNESS WHEREOF, the parties hereto have caused this
agreement to be duly executed as of the day and the year first
above written.
JEFFRY M. PICOWER
/s/ Jeffry M. Picower
DECISIONS INCORPORATED
By: /s/ April C. Freilich
Name: April C. Freilich
Title: President
