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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)
Curative Health Services, Inc.
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(Name of Issuer)
Common Stock, par value $.01 per share
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(Title of Class of Securities)
231264102
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(CUSIP Number)
Mark R. Levy, Holland & Hart LLP, 555 l7th Street, Denver, CO 80202 -
(303) 295-8073
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(Name/Address/Telephone Number of Person Authorized to Receive Notices and
Communications)
December 30, 1999
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(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 that is the subject of this Schedule 13D, and is filing this
schedule because of Sections 240.13d-1(e), 240.13d-1(f) or 240.13d-1(g), check
the following box / /.
NOTE: Schedules filed in paper format shall include a signed original and five
copies of the schedule, including all exhibits. See Section 240.13d-7(b) 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).
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SCHEDULE 13D
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CUSIP No. 231264102 Page 2 of 7 Pages
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1 NAME OF REPORTING PERSON Joseph Feshbach
I.R.S. IDENTIFICATION NO. OF ABOVE PERSON (Entities Only)
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2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a) /X/
(b) / /
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3 SEC USE ONLY
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4 SOURCE OF FUNDS
PF, OO
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5 CHECK BOX 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
United States
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7 SOLE VOTING POWER
Number of 15,500
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8 SHARED VOTING POWER
Shares 323,500
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9 SOLE DISPOSITIVE POWER
Beneficially Owned 15,500
by Each Reporting
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10 SHARED DISPOSITIVE POWER
Person With 323,500
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11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
339,000
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12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES
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13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
3.4%
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14 TYPE OF REPORTING PERSON
IN
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SCHEDULE 13D
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CUSIP No. 231264102 Page 3 of 7 Pages
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1 NAME OF REPORTING PERSON Matthew Feshbach
I.R.S. IDENTIFICATION NO. OF ABOVE PERSON (Entities Only)
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2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a) /X/
(b) / /
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3 SEC USE ONLY
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4 SOURCE OF FUNDS
PF, OO
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5 CHECK BOX 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
United States
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7 SOLE VOTING POWER
Number of 211,600
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8 SHARED VOTING POWER
Shares 121,100
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9 SOLE DISPOSITIVE POWER
Beneficially Owned 211,600
by Each Reporting
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10 SHARED DISPOSITIVE POWER
Person With 121,100
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11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
332,700
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12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES
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13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
3.3%
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14 TYPE OF REPORTING PERSON
IN
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SCHEDULE 13D
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CUSIP No. 231264102 Page 4 of 7 Pages
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ITEM 1. SECURITY AND ISSUER
This Schedule 13D relates to common stock, $.01 par value (the "common
stock"), of Curative Health Services, Inc. (the "Company"). The address of the
principal executive office of the Company is 150 Motor Parkway, Hauppauge, NY
11788.
ITEM 2. IDENTITY AND BACKGROUND
This Schedule 13D is filed by Joseph Feshbach and Matthew Feshbach, who
are acting together as a group (together, the "Feshbachs") in regard to certain
aspects of common stock of the Company.
Joseph Feshbach is an individual, whose business address is 27600
Edgerton Road, Los Altos Hills, CA 94022. His present principal occupation is
private investor.
Matthew Feshbach is an individual, whose business address is 8
Stonegate, Bellaire, FL 33756. His present principal occupation is private
investor.
The Feshbachs are United States citizens.
During the last five years, neither Joseph Feshbach nor Matthew
Feshbach has been convicted in a criminal proceeding (excluding traffic
violations or similar misdemeanors). In addition, during the last five years,
neither Joseph Feshbach nor Matthew Feshbach has been a party to a civil
proceeding of any judicial or administrative body of competent jurisdiction as a
result of which he 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
On November 11, 1999, the Feshbachs made a determination, without any
written agreement, that they would act together for the purposes of voting
shares of the common stock and for considering and possibly implementing
strategies to enhance the value of the common stock. Together, the Feshbachs may
be considered as owning beneficially more than 5% of the outstanding common
stock. The Feshbachs provided no monetary consideration to each other for acting
together on these matters.
The funds used to purchase the shares of the Company common stock owned
beneficially by the Feshbachs were cash on hand and margin borrowings through
Bear Stearns Securities Corp. The amount of the margin borrowing varies
depending on the market price of the Company common stock and other securities.
These purchases occurred in 1999. The total funds used by the Feshbachs and
parties related to them to make these purchases through the date of this
Amendment No. 1 were $3,657,130.25. In addition, Joseph Feshbach used funds in
the amount of $68,075 to purchase the options described in Item 5 of this
Schedule 13D.
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SCHEDULE 13D
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CUSIP No. 231264102 Page 5 of 7 Pages
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ITEM 4. PURPOSE OF TRANSACTION
The Feshbachs initially acquired shares of the Company's common stock
for investment purposes. Based on developments at the Company, the Feshbachs
have discussed with the Chairman of the Board of the Company actions that may be
taken to enhance shareholder value. The Feshbachs may also open discussions with
the Board of Directors of the Company on these matters. As a result of the
discussions with the Chairman of the Board of the Company, unless the Feshbachs
arrive at an understanding or agreement with the Company, the Feshbachs intend
to nominate and seek the election of a majority or all of the directors of the
Company. The Feshbachs may also discuss strategies to enhance shareholder value
with other shareholders of the Company. The Feshbachs intend to acquire on the
open market from time to time additional shares of the common stock of the
Company. The Feshbachs may also sell shares of the common stock from time to
time.
The Feshbachs have also discussed with the Company: (1) re-activation
of the Company's plan to purchase up to approximately 800,000 shares of the
Company common stock, and possibly an expansion of that plan to include
additional shares and (2) additional incentives to the management of the
Company. The Feshbachs may discuss in the future with the Company and seek to
implement: (1) changes in the Articles of Incorporation, Bylaws and the 1995
Rights Agreement of the Company which may affect the acquisition of control of
the Company by any person; (2) a change in the officers of the Company; and (3)
possibly a merger of the Company with a third party, a sale of stock by the
Company to third parties, or a sale or transfer of substantially all or material
amount of assets of the Company to a third party.
There can be no assurance that the Feshbachs will take any of the
actions listed above. The taking of any actions depends upon future developments
and evaluations by the Feshbachs.
ITEM 5. INTEREST IN SECURITIES OF THE ISSUER
(a) The Company's quarterly report on Form 10-Q for the quarter ended
September 30, 1999, filed with the Securities and Exchange Commission ("SEC"),
states that as of November 1, 1999, the Company had issued and outstanding
10,090,110 shares of common stock. This number of outstanding shares is used for
purposes of the determining the percentage of shares of the Company common stock
owned by the Feshbachs.
Joseph Feshbach owns beneficially 339,000 shares of the common stock,
which represents approximately 3.4% of the outstanding common stock. The shares
owned beneficially by Joseph Feshbach includes 90,000 shares subject to
presently exercisable options. Matthew Feshbach owns beneficially 332,700 shares
of the common stock, which represents approximately 3.3% of the outstanding
common stock. As a group, the Feshbachs own beneficially 671,700 shares of the
common stock, which represents approximately 6.7% of the outstanding common
stock.
(b) Joseph Feshbach has the sole power to direct the vote of and to
dispose of 15,500 shares of the Company common stock, and Joseph Feshbach shares
the power to vote and to dispose of 323,500 shares of common stock.
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SCHEDULE 13D
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CUSIP No. 231264102 Page 6 of 7 Pages
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The shares as to which Joseph Feshbach shares these powers are owned by
the Lucinda H. Feshbach Trust, of which his wife (Lucinda H. Feshbach) is the
trustee, his three adult children (Sarah Feshbach, Melissa Feshbach Epstein and
Jessica Feshbach Paolo), his father-in-law (A.J. Horn) and an individual
retirement account of his wife. A business address for each of these persons is
the same as stated for Joseph Feshbach in Item 2 above in this Schedule 13D. The
principal occupations of these persons are: Lucinda H. Feshbach, minister; Sarah
Feshbach, church administrator; Melissa Feshbach Epstein, minister; Jessica
Feshbach Paolo, minister; and A.J. Horn, retired. During the last five years,
none of these persons has been convicted in a criminal proceeding (excluding
traffic violations or similar misdemeanors). Further, during the last five
years, none of these persons was 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 on finding any violation with respect to such laws. Each
of these persons is a United States citizen.
Matthew Feshbach has the sole power to direct the vote of and to
dispose of 211,600 shares of the Company common stock, and Matthew Feshbach
shares the power to vote and to dispose of 121,100 shares of common stock.
The shares as to which Matthew Feshbach shares these powers are owned
by the individual retirement account of his wife (Kathleen M. Feshbach) and by
the Kathleen M. Feshbach Trust, of which Kathleen Feshbach is the trustee. A
business address for Kathleen Feshbach is the same as stated for Matthew
Feshbach in Item 2 above in this Schedule 13D. The principal occupation of
Kathleen Feshbach is student. During the last five years, Kathleen Feshbach has
not been convicted in a criminal proceeding (excluding traffic violations or
similar misdemeanors). Further, during the last five years, Kathleen Feshbach
was not 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 on finding
any violation with respect to such laws. Kathleen Feshbach is a United States
citizen.
(c) During the 60 days prior to the date of this filing, the
Feshbachs effected the following transactions in common stock of the Company:
On November 23, 1999, the Lucinda H. Feshbach Trust purchased 500
shares, with margin borrowings, at a price of $7.8125 per share. On November 30,
1999, the Lucinda H. Feshbach Trust purchased 10,000 shares, with margin
borrowings, at a price of $8.2474 per share. On November 19, 1999, the Kathleen
M. Feshbach Trust purchased 5,000 shares, with margin borrowings, at a price of
$6.185 per share. On November 19, 1999, the Matthew L. Feshbach Trust # 2
purchased 5,000 shares, with margin borrowings, at a price of $6.185 per share.
All these purchases were made on the open market.
(d) No person other than those listed above has the right to receive
or the power to direct the receipt of dividends from, or the proceeds from the
sale of, the shares of common stock.
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SCHEDULE 13D
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CUSIP No. 231264102 Page 7 of 7 Pages
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ITEM 6. CONTRACTS, ARRANGEMENTS, UNDERSTANDINGS OR RELATIONSHIPS WITH RESPECT
TO SECURITIES OF THE ISSUER
See the information disclosed in Item 3 of this Schedule 13D.
ITEM 7. MATERIAL TO BE FILED AS EXHIBITS
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<CAPTION>
EXHIBIT NUMBER DESCRIPTION
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<S> <C>
1 Agreement to File Joint Schedule 13D*
2 Form of Customer Agreement with Bear Stearns
Securities Corp.*
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*previously filed
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.
January 5, 2000 /s/ Joseph Feshbach
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Date Signature
Name: Joseph Feshbach
January 5, 2000 /s/ Matthew Feshbach
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Date Signature
Name: Matthew Feshbach
