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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13D
Under the Securities Exchange Act of 1934
(Amendment No. 1)*
American Medical Holdings, Inc.
(Name of Issuer)
Common Stock, par value $.01 per share
(Title of Class of Securities)
027428101
(CUSIP Number)
Bela R. Schwartz
The Clipper Group, L.P.
Tower 49
12 East 49th Street
New York, NY 10017
(212) 715-5715
(Name, Address and Telephone Number of Person Authorized to Receive
Notices and Communications)
October 10, 1994
(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 this 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).
SEC 1746(12-91)
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SCHEDULE 13D
CUSIP No. 027428101
1 NAME OF REPORTING PERSON
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
The Clipper Group, L.P. IRS ID #13-3600847
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP*
(a) [ ]
Not applicable (b) [ ]
3 SEC USE ONLY
4 SOURCE OF FUNDS*
Not applicable
5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED
PURSUANT TO ITEMS 2(d) OR 2(e) [ ]
6 CITIZENSHIP OR PLACE OF ORGANIZATION
Limited partnership organized in Delaware
7 SOLE VOTING POWER
NONE
NUMBER OF
SHARES 8 SHARED VOTING POWER
BENEFICIALLY
OWNED BY NONE
EACH
REPORTING 9 SOLE DISPOSITIVE POWER
PERSON
WITH NONE
10 SHARED DISPOSITIVE POWER
NONE
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
NONE
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES
CERTAIN SHARES* [ ]
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
14 TYPE OF REPORTING PERSON
PN
*SEE INSTRUCTIONS BEFORE FILLING OUT!
INCLUDE BOTH SIDES OF THE COVER PAGE, RESPONSES TO ITEMS 1-7
(INCLUDING EXHIBITS) OF THE SCHEDULE, AND THE SIGNATURE ATTESTATION.
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This Amendment No. 1, dated October 19, 1994, amends and restates a
Schedule 13D (the "Schedule 13D") previously filed by The Clipper Group,
L.P. ("Clipper") on August 28, 1991.
Item 1. Security and Issuer
This Statement relates to the Common Stock, par value $0.01 per share (the
"Common Stock"), of American Medical Holdings, Inc., a Delaware corporation
(the "Issuer" or "AMI"). The Issuer's principal executive offices are
located at 14001 Dallas Parkway, Suite 300, Dallas, Texas 75380.
Item 2. Identity and Background
This Statement is being filed by Clipper, a Delaware limited partnership.
The principal business of Clipper is investment management and its principal
office and business address is Tower 49, 12 East 49th Street, New York,
New York 10017.
Clipper Asset Management Corporation, a Delaware corporation, is the sole
general partner of Clipper. Its principal business is investment
management and its principal office and business address is Tower 49, 12
East 49th Street, New York, New York 10017.
Clipper has not during the last five years, (i) been convicted in a
criminal proceeding (excluding traffic violations or similar misdemeanors)
or (ii) 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 violation with respect to such laws.
Item 3. Source and Amount of Funds or Other Consideration
Not applicable
Item 4. Purpose of the Transaction
The response to Item 6 is hereby incorporated herein by reference.
Item 5. Interest in Securities of the Issuer
The response to Item 6 is hereby incorporated herein by reference.
Item 6. Contracts, Arrangements, Understandings or Relationships
with Respect to Securities of the Issuer
On October 10, 1994, National Medical Enterprises, Inc. ("NME"), AMH
Acquisition Co. ("Sub") and AMI signed an Agreement and Plan of Merger (the
"Merger Agreement"), whereby Sub will be merged with and into AMI (the
"Merger"), and AMI will be the surviving corporation. Pursuant to the
terms of the Merger Agreement, which was approved by the board of directors
of both companies, each share of Common Stock of AMI will be converted into
the right to receive (i) 0.42 shares of Common Stock, par value $.075 per
share of NME and (ii) $19.00 cash if the closing occurs before April 1,
1995 and $19.25 thereafter, and AMI will declare a special $.10 dividend on
each share of Common Stock.
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In connection with the execution of the Merger Agreement, NME, MB L.P. I, 1987
Merchant Investment Partnership and CS First Boston Corporation
(collectively, the "Stockholders") entered into the Stockholder Voting and
Profit Sharing Agreement, dated as of October 10, 1994 (the "Agreement"),
relating to the shares of Common Stock, at that time or thereafter
beneficially owned by the Stockholders (the "Stockholder Shares").
Pursuant to the terms of the Agreement, the Stockholders have granted NME
an irrevocable proxy to vote the Stockholder Shares in favor of the Merger,
against any action or agreement that would result in a breach in any
material respect of any covenant, representation or warranty or any other
obligation or agreement of AMI under the Merger Agreement and against any
action or agreement that would impede, interfere with, delay, postpone or
attempt to discourage the Merger and the Stockholders revoked any proxy
previously granted by the Stockholders with respect to the Stockholder
Shares. In connection with this granting of the proxy, the right of
Clipper to vote 11,305,450 of the Stockholder Shares pursuant to an Asset
Management Agreement, dated as of March 6, 1991, as amended, among Clipper,
CS First Boston, Inc. and certain affiliates of CS First Boston, Inc., was,
with the consent of Clipper, terminated; and the right of Robert B.
Calhoun, Jr. to vote the Stockholder Shares, pursuant to the Amended and
Restated Stockholders Agreement, dated as of July 30, 1991, among various
stockholders of AMI, was terminated. As of the date of the Merger
Agreement, Clipper has sole or shared voting or dispositive power with
respect to no shares of Common Stock.
Item 7. Material to be Filed as Exhibits
(1) Letter, dated October 10, 1994, from CS First Boston
Corporation to Clipper.
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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: October 19, 1994
THE CLIPPER GROUP, L.P.
By: Clipper Asset Management
Corporation
The General Partner of
The Clipper Group, L.P.
By:/s/ Bela R. Schwartz
Name: Bela R. Schwartz
Title: Secretary and Treasurer
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Exhibit 99
CS FIRST BOSTON
55 East 52nd Street
New York, NY 10055-0186
Telephone: 212-909-2000
October 10, 1994
The Clipper Group, L.P.
12 East 49 Street
New York, NY 10017
Attention: Robert B. Calhoun, Jr.
Dear Bob:
As we have discussed, CS First Boston, Inc. or certain of its affiliates
("CS First Boston") will be entering into the Stockholder Voting and Profit
Sharing Agreement ("Voting Agreement") with National Medical Enterprises,
Inc. and certain stockholders of American Medical Holdings, Inc. ("AMI")
substantially in the form of Exhibit A attached hereto. Under the Asset
Management Agreement dated as of March 6, 1991 between CS First Boston and
Clipper, as amended. The Clipper Group, L.P. ("Clipper") was granted the
sole power to vote the AMI common stock owned by CS First Boston through MB
LP.I and 1987 Merchant Investment Partnership. By signing this letter
agreement below, Clipper hereby consents to CS First Boston entering into
the Voting Agreement.
Please confirm that the foregoing is in accordance with your understanding
by signing and returning to us the enclosed duplicate of this letter.
Very truly yours,
Agnes Reicke
Vice President and Secretary
Accepted and agreed to as of the date above:
THE CLIPPER GROUP, L.P.
By: Clipper Asset Management Corporation
By:/s/ Robert B. Calhoun, Jr.
Robert B. Calhoun, Jr., President
