UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13D
Under the Securities Exchange Act of 1934
(Amendment No. 1)*
The Standish Care Company
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(Name of Issuer)
Common Stock, par value $.01 per share
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(Title of Class of Securities)
854272 10 1
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(CUSIP Number)
Michael J. Bohnen, Esq., Nutter, McClennen & Fish, LLP
One International Place
Boston, MA 02110-2699
(617) 439-2000
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(Name, Address and Telephone Number of Person Authorized to Receive Notices
and Communications)
September 4, 1996
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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 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.)
*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>
SCHEDULE 13D
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CUSIP No. 854272 10 1 Page 2 of 6
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1 NAME OF REPORTING PERSON
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
Abraham D. Gosman
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2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (a) [ ]
(b) [ ]
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3 SEC USE ONLY
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4 SOURCE OF FUNDS*
Personal Funds (PF)
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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 of America
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NUMBER OF 7 SOLE VOTING POWER
SHARES 336,538
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BENEFICIALLY 8 SHARED VOTING POWER
OWNED BY 0
EACH
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REPORTING 9 SOLE DISPOSITIVE POWER
PERSON WITH 336,538
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10 SHARED DISPOSITIVE POWER
0
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11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
336,538
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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)
8.3%
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14 TYPE OF REPORTING PERSON*
Individual (IN)
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*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.
<PAGE>
Item 1. Security and Issuer.
Issuer: The Standish Care Company, 197 First Avenue,
Needham, Massachusetts, 02194 (the "Company")
Security: Common Stock, par value $.01 per share ("Common Stock")
Item 2. Identity and Background.
(a) Name:
Abraham D. Gosman
(b) Business Address:
777 South Flagler Drive
West Palm Beach, FL 33401
(c) Present Principal Employment and Employer:
Chairman, President and Chief Executive Officer of PhyMatrix Corp.
777 South Flagler Drive
West Palm Beach, FL 33401
Chairman and Chief Executive Officer of Meditrust
197 First Avenue
Needham, MA 02194
(d) Criminal Proceedings in Last Five Years:
None
(e) Civil Securities Proceedings in Last Five Years:
None
(f) Citizenship:
The reporting person is a citizen of the United States of America.
Page 3 of 6
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Item 3. Source and Amount of Funds or Other Consideration.
On July 30, 1996, for cash consideration of $1,400,000 of personal funds,
Mr. Gosman acquired 100 shares of the Company's Series B Cumulative Convertible
Preferred Stock (the "Series B Preferred Stock") which is convertible at an
initial conversion price of $4.16 per share, into 336,538 shares of the
Company's Common Stock. Mr. Gosman also acquired a currently exercisable
five-year warrant to purchase 400,000 shares of the Company's Common Stock at an
initial exercise price of $4.16 per share (the "Warrant"). On September 4, 1996
the Warrant was amended to provide that it shall not be exercisable until
eight (8) months after the Issue Date (July 30, 1996).
Item 4. Purpose of Transaction.
The Company borrowed $1.0 million for working capital purposes from a
corporation controlled by Mr. Gosman in accordance with a term sheet with
respect to the business combination between the Company, certain of the
Company's subsidiaries and certain companies (the "Related Companies")
controlled by Mr. Gosman (the "Merger"). On July 30, 1996, Mr. Gosman acquired
100 shares of the Series B Preferred Stock of the Company for a purchase price
of $14,000 per share or $1.4 million in the aggregate. The Series B Preferred
Stock is convertible into shares of the Company's Common Stock at a conversion
price equal to $4.16 per share. Concurrently with the sale of the Series B
Preferred Stock to Mr. Gosman, the Company issued to Mr. Gosman five-year
warrants to purchase 400,000 shares of the Company's Common Stock at an exercise
price equal to $4.16 per share. The Company used the $1.0 million from the
proceeds of its sale of the Series B Preferred Stock to Mr. Gosman to repay the
earlier $1.0 million working capital borrowing. The $400,000 balance of the
proceeds will be used for working capital purposes. Upon consummation of the
Merger, Mr. Gosman will have beneficial ownership of approximately 78.6% of the
Company's Common Stock. Also, at the Effective Time of the Merger (as such term
is defined in the Merger Agreement), Mr. Gosman, and Andrew D. Gosman, Mr.
Gosman's son, shall be appointed to the Board of Directors.
Item 5. Interest in Securities of the Issuer.
(a) Mr. Gosman has the right to acquire, and therefore
is deemed to have beneficial ownership of, 336,538 shares of
Common Stock (8.3% of all currently outstanding shares of
Common Stock).
(b) Mr. Gosman has the right to acquire, and therefore
is deemed to have beneficial ownership of, 336,538 shares of
Common Stock. Should Mr. Gosman elect to convert the Series B
Preferred Stock into Common Stock, Mr. Gosman will have the
sole power to vote or to direct the vote and the sole power
to dispose or to direct the disposition of the shares of
Common Stock resulting from such conversion and/or exercise.
Page 4 of 6
<PAGE>
(c) Not applicable.
(d) Not applicable.
(e) Not applicable.
Item 6. Contracts, Arrangements, Understandings or
Relationships With Respect to Securities of the Issuer.
None.
Item 7. Material to be Filed as Exhibits.
1. Preferred Stock Purchase Agreement (Filed with the Schedule 13D)
2. Agreement and Plan of Merger (Filed as an Exhibit to the Company's
Report on Form 8-K dated July 12, 1996)
3. First Amendment to Warrant
* * *
Page 5 of 6
<PAGE>
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.
/s/ Abraham D. Gosman
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Abraham D. Gosman
Date: September 24, 1996
273888
Exhibit 3
First Amendment to Warrant
This First Amendment (the "First Amendment") to that certain The Standish
Care Company Common Stock Purchase Warrant to purchase 400,000 shares of common
stock of The Standish Care Company (the "Warrant") dated as of September 4,
1996 is made by and between The Standish Care Company (the "Company") and
Abraham D. Gosman (the "Holder").
WHEREAS, the Company and the Holder deem it in the best of each of their
interests to amend the Warrant.
NOW, THEREFORE, for good and valuable consideration, the receipt and
sufficiency of which are hereby acknowledged, the parties hereto hereby agree
that Section 2.1 of the Warrant is amended by replacing the words "the Issue
Date" with "eight months after the Issue Date."
IN WITNESS WHEREOF, and pursuant to Section 14.2 of the Warrant, the
parties hereto have hereby set their hands and seals as of the day and year
first above written.
The Standish Care Company
/s/ Michael J. Doyle
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By: Michael J. Doyle
Chairman and Chief Executive Officer
Holder:
/s/ Abraham D. Gosman
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Abraham D. Gosman
