UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
SCHEDULE 13D
UNDER THE SECURITIES EXCHANGE ACT OF 1934
(AMENDMENT NO. FIVE)
MEDICAL INNOVATIONS, INC.
(Name of Issuer)
COMMON STOCK, $0.0075 PAR VALUE
(Title of Class of Securities)
58458C 10 8
(CUSIP Number)
MARK H. FISHER, ONE RIVERWAY, SUITE 2300, HOUSTON, TEXAS 77056 (713) 688-6600
(Name, Address and Telephone Number of Person
Authorized to Receive Notices and Communications)
FEBRUARY 13, 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. [ ]
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 all other provisions of the Act (however,
see the Notes).
Page 1 of 13 Pages
CUSIP NO. 58458C 10 8 13D Page 2 of 13 Pages
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(1) Names of reporting person .............................. Mark H. Fisher
S.S. or I.R.S. Identification No. of above person ...............
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(2) Check the appropriate box if a member of a group ....... (a)
(b) X
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(3) SEC use only............................................
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(4) Source of funds ........................................ N/A
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(5) Check if disclosure of legal proceedings is required
pursuant to Items 2(d) or 2(e) ..................................
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(6) Citizenship or place of organization ................... USA
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Number of shares beneficially owed by each reporting person with:
(7) Sole voting power................................... 0
(8) Shared voting power................................. 934,529
(9) Sole dispositive power.............................. 934,529
(10)Shared dispositive power............................ 0
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(11) Aggregate amount beneficially owned by each
reporting person ................................................ 934,529
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(12) Check if the aggregate amount in Row (11) excludes
certain shares .................................................. X
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(13) Percent of class represented by amount in Row (11) ..... 5.6%
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(14) Type of reporting person ............................... IN
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CUSIP NO. 58458C 10 8 13D Page 3 of 13 Pages
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(1) Names of reporting person ........................... Harvey Houck, Jr.
S.S. or I.R.S. Identification No. of above person ............
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(2) Check the appropriate box if a member of a group .... (a)
(b) X
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(3) SEC use only ........................................
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(4) Source of funds ..................................... N/A
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(5) Check if disclosure of legal proceedings is required
pursuant to Items 2(d) or 2(e) ...............................
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(6) Citizenship or place of organization ................ USA
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Number of shares beneficially owed by each reporting person with:
(7) Sole voting power................................ 0
(8) Shared voting power.............................. 2,324,683
(9) Sole dispositive power........................... 1,700,287
(10) Shared dispositive power........................ 624,396
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(11) Aggregate amount beneficially owned by each
reporting person.............................................. 2,324,683
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(12) Check if the aggregate amount in Row (11) excludes
certain shares................................................ X
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(13) Percent of class represented by amount in Row (11) .. 13.5%
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(14) Type of reporting person ............................ IN
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CUSIP NO. 58458C 10 8 13D Page 4 of 13 Pages
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(1) Names of reporting person............................ John Schurwon
S.S. or I.R.S. Identification No. of above person.............
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(2) Check the appropriate box if a member of a group .... (a)
(b) X
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(3) SEC use only ........................................
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(4) Source of funds ..................................... N/A
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(5) Check if disclosure of legal proceedings is required
pursuant to Items 2(d) or 2(e) ...............................
- --------------------------------------------------------------------------------
(6) Citizenship or place of organization................. USA
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Number of shares beneficially owed by each reporting person with:
(7) Sole voting power................................ 0
(8) Shared voting power.............................. 351,430
(9) Sole dispositive power........................... 351,430
(10) Shared dispositive power........................ 0
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(11) Aggregate amount beneficially owned by each
reporting person.............................................. 351,430
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(12) Check if the aggregate amount in Row (11) excludes
certain shares................................................ X
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(13) Percent of class represented by amount in Row (11)... 2.2%
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(14) Type of reporting person............................. IN
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CUSIP NO. 58458C 10 8 13D Page 5 of 13 Pages
ITEM 1. SECURITY AND ISSUER
Common Stock, $.0075 par value per share
Medical Innovations, Inc.
One Riverway, Suite 2300
Houston, Texas 77056
ITEM 2. IDENTITY AND BACKGROUND
(a)(b)(c)The group consists Mark H. Fisher, Harvey Houck, Jr., and
John Schurwon. The name, address and occupation of each of Mr. Fisher,
Mr. Houck and Mr. Schurwon, herein referred to collectively as the
"Group," are listed below:
Mark H. Fisher
One Riverway, Suite 2300
Houston, Texas 77056
President and Chief Executive Officer of Issuer
Director of Issuer
President - Preferred Homecare, Inc.
President - Preferred Pharmacy, Inc.
Harvey Houck, Jr.
P.O. Box 22011
Houston, Texas 77027
Independent Investor
Director of Issuer
John Schurwon
One Riverway, Suite 2300
Houston, Texas 77056
Employee of the Issuer
(d) During the last five years, no member of the Group has been
convicted in a criminal proceeding (excluding traffic
violations or similar misdemeanors).
(e) During the last five years, no member of the Group has been a
party to a civil proceeding of a judicial or administrative
body of competent jurisdiction and as a result of such
proceeding was or is subject to a judgment, decree or final
order enjoining future violations of, or prohibiting or
mandating activities subject to, federal or state securities
laws or finding any violations with respect to such laws.
(f) The individual members of the Group are United States
citizens.
CUSIP NO. 58458C 10 8 13D Page 6 of 13 Pages
ITEM 3. SOURCE AND AMOUNT OF FUNDS OR OTHER CONSIDERATION
On January 29, 1996, Preferred Homecare, Inc. distributed to
its shareholders a total of 200,000 shares of the Issuer's
common stock. In such distribution, Messrs. Fisher, Houck and
Schurwon, the members of the Group, received 28,766 shares,
125,416 shares, and 12,489 shares, respectively. Also on
January 29, 1996, Preferred Pharmacy, Inc. distributed to its
shareholders a total of 100,00 shares of the Issuer's common
stock. In such distribution, Messrs. Fisher, Houck and
Schurwon, the members of the Group, received 11,600 shares,
61,191 shares, and 4,938 shares, respectively. Neither Mr.
Fisher, Mr. Houck nor Mr. Schurwon paid any additional
consideration for the shares he acquired from Preferred
Homecare, Inc. or Preferred Pharmacy, Inc. in such
distributions.
On February 13, 1996, each of Messrs. Fisher, Houck and
Schurwon, along with other significant stockholders of the
Issuer, executed a Voting Agreement (the "Voting Agreement")
with Horizon/CMS Healthcare Corporation, a Delaware
corporation ("Horizon"), under which the members of the Group
agreed to vote their shares of the Issuer's common stock in
favor of the merger of the Issuer with and into a
wholly-owned subsidiary of Horizon pursuant to an Agreement
and Plan of Merger by and between the Issuer and Horizon (the
"Merger Agreement").
ITEM 4. PURPOSE OF TRANSACTION
As a result of the merger contemplated by the Merger
Agreement, the Issuer would become a wholly-owned subsidiary
of Horizon, its board of directors would be replaced with the
board of directors of the current wholly-owned subsidiary of
Horizon, the Issuer's common stock would cease to be quoted in
an inter-dealer quotation system of a registered national
securities association, and the Issuer's common stock would
become eligible for termination of registration pursuant to
Section 12(g) (4) of the Act.
ITEM 5. INTEREST IN THE SECURITIES OF THE ISSUER
(a) Pursuant to Rule 13d-5, each member of the Group may be deemed
to beneficially own all of the shares owned by all other
members of the Group. Each member of the Group expressly
declares that the filing of this statement shall not be
construed as an admission that said member is, for the
purposes of Section 13(d) of the Act, the beneficial owner of
any securities covered by this statement. After giving effect
to such disclaimer, beneficial ownership of the shares
reported herein as owned by each member of the Group is as
follows:
MARK H. FISHER. Mr. Fisher beneficially owns directly 934,529
shares, or 5.6%, of the outstanding common stock of the
Issuer, 40,426 of which were acquired on January 29, 1996 in
the distributions from Preferred Homecare, Inc. and Preferred
Pharmacy, Inc., and 483,773 of which are purchasable within 60
days upon exercise of warrants granted to Mr. Fisher more than
60 days prior to February 13, 1996.
CUSIP NO. 58458C 10 8 13D Page 7 of 13 Pages
HARVEY HOUCK, JR. Mr. Houck beneficially owns directly
2,324,683 shares, or 13.5%, of the outstanding common stock of
the Issuer, 186,607 of which were acquired by Mr. Houck on
January 29, 1996 in the distributions from Preferred Homecare,
Inc. and Preferred Pharmacy, Inc. and 1,211,045 of which are
purchasable within 60 days upon exercise of warrants granted
to Mr. Houck more than 60 days prior to February 13, 1996. An
aggregate of 347,604 shares are held by Harriet Houck and Mary
Elizabeth Pratt, each of whom are daughters of Mr. Houck who
have reached the age of majority and do not live with Mr.
Houck. Mr. Houck disclaims any beneficial ownership interests
in the shares held by his daughters.
JOHN SCHURWON. Mr. Schurwon beneficially owns directly 351,430
shares, or 2.2%, of the outstanding common stock of the
Issuer, 17,427 of which were acquired on January 29, 1996 in
the distributions from Preferred Homecare, Inc. and Preferred
Pharmacy, Inc., and 18,182 of which are purchasable within 60
days upon exercise of warrants granted to Mr. Schurwon more
than 60 days prior to February 13, 1996.
(b) See Items 7-10 on the cover pages for each member of the
Group.
MARK H. FISHER. Mr. Fisher has sole dispositive power over
all shares beneficially owned and, as the result of the
Voting Agreement, has shared voting power with Horizon over
all such shares.
HARVEY HOUCK, JR. Mr. Houck has sole dispositive power over
1,700,287 shares directly owned by him, shared dispositive
power with his wife over 224,396 shares directly owned by Mr.
Houck's wife, and shared dispositive power with his wife over
400,000 shares directly owned by the Harvey R. Houck, Jr. and
Patricia W. Houck Foundation, Inc., a foundation controlled by
Mr. and Mrs. Houck. Mr. Houck has shared voting power, as the
result of the Voting Agreement, with Horizon over the
1,700,287 shares directly owned by him, shared voting power
with his wife over the 224,396 shares directly owned by Mr.
Houck's wife, and shared voting power with Horizon and his
CUSIP NO. 58458C 10 8 13D Page 8 of 13 Pages
wife over the 400,000 shares directly owned by the Harvey R.
Houck, Jr. and Patricia W. Houck Foundation, Inc., which is
also a signatory to the Voting Agreement.
JOHN SCHURWON. Mr. Schurwon has sole dispositive power over
all shares beneficially owned by him and, as the result of the
Voting Agreement, has shared voting power with Horizon over
all such shares.
Horizon, a corporation incorporated under the laws of the
State of Delaware, is a provider of post-acute health care
services. The address of Horizon's principal office is as
follows:
Horizon/CMS Healthcare Corporation
6001 Indian School Road, Suite 500
Albuquerque, New Mexico 87110
To the best knowledge of the members of the Group, during the
last five years, Horizon has not been convicted in a criminal
proceeding (excluding traffic violations or similar
misdemeanors), and, during the last five years, Horizon has
not been a party to a civil proceeding was or is subject to a
judgment, decree of final order enjoinging future violations
of, or prohibiting or mandating activities subject to, federal
or state securities laws or finding any violations with
respect to such laws.
(c) See Item 3 and paragraph (a) above.
(d) No other person has the right or the power to direct the
receipt of dividends or the proceeds from the sale of the
securities reported herein.
(e) Not applicable.
ITEM 6. CONTRACTS, ARRANGEMENTS, UNDERSTANDINGS OR RELATIONSHIPS WITH RESPECT
TO SECURITIES OF THE ISSUER
See Item 3 above.
ITEM 7. MATERIAL TO BE FILED AS EXHIBITS
1. Voting and Standstill Agreement dated November 19, 1992.
Previously filed. Incorporated by reference to Schedule 13D
dated November 19, 1992.
CUSIP NO. 58458C 10 8 13D Page 9 of 13 Pages
2. Fisher-Houck Voting Trust Agreement. Previously filed.
Incorporated by reference to Schedule 13D dated November 19,
1992.
3. Option Agreement dated November 19, 1992. Previously filed.
Incorporated by reference to Schedule 13D dated November 19,
1992.
4. Power of Attorney for J.D. Smith. Previously filed.
Incorporated by reference to Schedule 13D, Amendment No. 1,
dated February 8, 1993.
5. Power of Attorney for Harvey Houck, Jr. Previously filed.
Incorporated by reference to Schedule 13D, Amendment No. 1,
dated February 8, 1993.
6. Power of Attorney for Phyllis Shippen. Previously filed.
Incorporated by reference to Schedule 13D, Amendment No. 1,
dated February 8, 1993.
7. Power of Attorney for Douglas Johnston. Previously filed.
Incorporated by reference to Schedule 13D, Amendment No. 1,
dated February 8, 1993.
8. Voting Trust Agreement dated June 28, 1993. Incorporated by
reference to Schedule 13D, Amendment No. 2, dated June 29,
1993.
9. Term Promissory Note of Mark H. Fisher dated June 29, 1993.
Incorporated by reference to Schedule 13D, Amendment No. 2,
dated June 29, 1993.
10. Security Agreement - Pledge of Certificate of Deposit and
Assignment of Deposit Accounts between Mark H. Fisher and
Texas Commerce Bank National Association, dated June 29, 1993.
Incorporated by reference to Schedule 13D, Amendment No. 2,
dated June 29, 1993.
11. Security Agreement - Pledge between Mark H. Fisher and Texas
Commerce Bank National Association, dated June 29, 1993.
Incorporated by reference to Schedule 13D, Amendment No. 2,
dated June 29, 1993.
12. Term Promissory Note of Harvey R. Houck, Jr. dated June 29,
1993. Incorporated by reference to Schedule 13D, Amendment No.
2, dated June 29, 1993.
13. Security Agreement - Pledge between Harvey R. Houck, Jr. and
Texas Commerce Bank National Association, dated June 29, 1993.
Incorporated by reference to Schedule 13D, Amendment No. 2,
dated June 29, 1993.
CUSIP NO. 58458C 10 8 13D Page 10 of 13 Pages
14. Term Promissory Note of John Schurwon dated June 29, 1993.
Incorporated by reference to Schedule 13D, Amendment No. 2,
dated June 29, 1993.
15. Security Agreement - Pledge between John Schurwon and Texas
Commerce Bank National Association, dated June 29, 1993.
Incorporated by reference to Schedule 13D, Amendment No. 2,
dated June 29, 1993.
16. Credit and Financing Support Agreement dated June 29, 1993,
including exhibits. Incorporated by reference to Schedule 13D,
Amendment No. 2, dated June 29, 1993.
17. Amended Credit and Financing Support Agreement dated August
12, 1994. Incorporated by reference to the Issuer's Quarterly
Report on Form 10-Q for the quarterly period ended June 30,
1993.
18. Agreement to Amend and Restate Voting Trust Agreement dated to
be effective November 19, 1994. Incorporated by reference to
schedule 13D, Amendment No. 4, dated January 3, 1996.
19. Agreement to Terminate Voting Trust. Incorporated by reference
to schedule 13D, Amendment No. 4, dated January 3, 1996.
20. Voting Agreement, by and among Horizon/CMS Healthcare
Corporation and certain stockholders of Medical Innovations,
Inc., dated February 13, 1996. Incorporated by reference to
Schedule 13D dated February 13, 1996 filed by Horizon/CMS
Healthcare Corporation (Exhibit C).
21. Agreement and Plan of Merger, by and among Horizon/CMS
Healthcare Corporation, Horizon MI Corporation and Medical
Innovations, Inc., dated February 13, 1996. Incorporated by
reference to Schedule 13D dated February 13, 1996.
Incorporated by reference to Schedule 13D dated February 13,
1996 filed by Horizon/CMS Healthcare Corporation (Exhibit D).
CUSIP NO. 58458C 10 8 13D Page 11 of 13 Pages
SIGNATURE
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 23, 1996 MARK H. FISHER
Mark H. Fisher
ATTENTION: INTENTIONAL MISSTATEMENTS OR OMISSIONS OF FACT CONSTITUTE FEDERAL
CRIMINAL VIOLATIONS (SEE 18 U.S.C. 1001).
CUSIP NO. 58458C 10 8 13D Page 12 of 13 Pages
SIGNATURE
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 23, 1996 MARK H. FISHER
Mark H. Fisher,
Attorney-In-Fact
for Harvey Houck, Jr.
ATTENTION: INTENTIONAL MISSTATEMENTS OR OMISSIONS OF FACT CONSTITUTE FEDERAL
CRIMINAL VIOLATIONS (SEE 18 U.S.C. 1001).
Page 13 of 13 Pages
SIGNATURE
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 23, 1996 JOHN SCHURWON
John Schurwon
ATTENTION: INTENTIONAL MISSTATEMENTS OR OMISSIONS OF FACT CONSTITUTE FEDERAL
CRIMINAL VIOLATIONS (SEE 18 U.S.C. 1001).
