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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13D
Under the Securities Exchange Act of 1934
SMT Health Services, Inc.
(Name of Issuer)
Common Stock
(Title of Class of Securities)
78458101
(CUSIP Number)
Jonathan M. Glaser
1999 Avenue of the Stars, Suite 1950
Los Angeles, CA 90067
(310) 201-2619
(Name, Address and Telephone Number of Person Authorized to Receive
Notices and Communications)
December 6, 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).
SCHEDULE 13D
CUSIP No. 784585101
1 NAME OF REPORTING PERSON
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
JMG Convertible Investments, L.P.
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP:
(a) [X]
(b) [ ]
3 SEC USE ONLY
4 SOURCE OF FUNDS*
WC
5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT
TO ITEMS 2(d) or 2(E) [ ]
6 CITIZENSHIP OR PLACE OF ORGANIZATION
California
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON
WITH
7 SOLE VOTING POWER
- -0- Shares of Common Stock
8 SHARED VOTING POWER
198,345 Shares of Common Stock (assuming the exercise of 188,900
warrants to purchase 198,345 Shares of Common Stock (each warrant
gives the holder the right to purchase 1.05 Shares of Common Stock)
which are currently exercisable (the "Warrants")).
9 SOLE DISPOSITIVE POWER
- -0- Shares of Common Stock
10 SHARED DISPOSITIVE POWER
198,345 Shares of Common Stock (assuming the exercise of the
Warrants)
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
198,345 Shares of Common Stock (assuming the exercise of the
Warrants)
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN
SHARES [ ]
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
5.42%
14 TYPE OF REPORTING PERSON*
PN
SCHEDULE 13D
CUSIP No. 784585101
1 NAME OF REPORTING PERSON
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
JMG Capital Management, Inc.
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP:
(a) [X]
(b) [ ]
3 SEC USE ONLY
4 SOURCE OF FUNDS*
AF
5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT
TO ITEMS 2(d) or 2(E) [ ]
6 CITIZENSHIP OR PLACE OF ORGANIZATION
California
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON
WITH
7 SOLE VOTING POWER
- -0- Shares of Common Stock
8 SHARED VOTING POWER
198,345 Shares of Common Stock (assuming the exercise of the
Warrants)
9 SOLE DISPOSITIVE POWER
- -0- Shares of Common Stock
10 SHARED DISPOSITIVE POWER
198,345 Shares of Common Stock (assuming the exercise of the
Warrants)
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
198,345 Shares of Common Stock (assuming the exercise of the
Warrants)
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN
SHARES [ ]
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
5.42%
14 TYPE OF REPORTING PERSON*
CO
SCHEDULE 13D
CUSIP No. 784585101
1 NAME OF REPORTING PERSON
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
Jonathan M. Glaser
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP:
(a) [X]
(b) [ ]
3 SEC USE ONLY
4 SOURCE OF FUNDS*
AF
5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT
TO ITEMS 2(d) or 2(E) [ ]
6 CITIZENSHIP OR PLACE OF ORGANIZATION
United States of America
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON
WITH
7 SOLE VOTING POWER
- -0- Shares of Common Stock
8 SHARED VOTING POWER
198,345 Shares of Common Stock (assuming the exercise of the
Warrants)
9 SOLE DISPOSITIVE POWER
- -0- Shares of Common Stock
`
10 SHARED DISPOSITIVE POWER
198,345 Shares of Common Stock (assuming the exercise of the
Warrants)
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
198,345 Shares of Common Stock (assuming the exercise of the
Warrants)
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN
SHARES [ ]
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
5.42%
14 TYPE OF REPORTING PERSON*
IN
Item 1. Security and Issuer
The equity securities to which this statement relates are Common
Stock, par value $.01 per share (the "Common Stock"), and warrants
to purchase the same, of SMT Health Services, Inc. ("SMT"), a
Delaware corporation with its principal executive officers at 10521
Perry Highway, Wexford, PA 15090. At December 6, 1996, SMT had
outstanding 3,460,661 shares of Common Stock, according to
information provided to the Reporting Persons (as defined below) by
SMT on December 6, 1996.
Item 2. Identity and Background
(a) This statement is filed by (I) JMG Convertible Investments,
L.P., a California limited partnership ("JMG"), (II) JMG Capital
Management, Inc., a California Corporation ("Management"), and
(III) Jonathan Glaser, an individual ("Glaser"), (collectively, the
"reporting Persons"). JMG is a private investment partnership
engaging in the purchase and sale of securities for investment for
its own account. Management is the sole general partner of JMG.
Glaser is the sole stockholder, officer and director of Management.
Glaser is in a position to determine the investment and voting
decisions made by Management and, consequently, by JMG. Therefore,
Glaser is the beneficial owner of the shares acquired by JMG, and
the Reporting Persons may be deemed to be a "group" within the
meaning of Rule 13d-3 under the Securities Exchange Act of 1934
(the "Act") with respect to the shares acquired by JMG.
(b) The business address of each of JMG, Management, and Glaser is:
1999 Avenue of the Stars, Suite 1950
Los Angeles, California 90067
(c) The present principal occupation or employment of each of the
Reporting Persons is as follows:
JMG private investment partnership
Management general partner of JMG
Glaser Chief Executive Officer, Chief Financial Officer,
and Secretary of Management
(d) During the last five years, none of the Reporting Persons has
been convicted in a criminal proceeding (excluding traffic
violations or similar misdemeanors).
(e) During the last five years, none of the Reporting Persons has
been a party in a civil proceeding of a judicial or administrative
body of competent jurisdiction resulting in its or his being
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.
(f) Glaser is a citizen of the United States of America.
Item 3. Source and Amount of Funds or Other Consideration
The aggregate purchase price (including commissions, if any) for
the Warrants exercisable into shares of Common Stock reported on
this Schedule 13D as held by the Reporting Persons was $342,381.
The Warrants reported herein as beneficially owned by the Reporting
Persons were purchased with working investment capital.
Item 4. Purpose of Transaction
The shares of Common Stock reported herein were acquired for
investment purposes. Depending upon the Reporting Persons'
continuing evaluation of SMT's business and other relevant
information, the Reporting Persons may, from time to time, purchase
additional shares of Common Stock or Warrants on the open market or
in privately negotiated transactions or otherwise. The Reporting
Persons have no present intention of selling any shares of Common
Stock or Warrants but reserve the right to do so, in whole or in
part, at any time, in open market transactions, privately
negotiated transactions or otherwise. The Reporting Persons have
no plans or proposals which relate to, or could result in, any of
the matters referred to in paragraphs (b) through (j), inclusive,
of Item 4 of Schedule 13D.
Item 5. Interest in Securities of the Issuer
(a) As of the date hereof, Partners is the direct, beneficial owner
of the Warrants to purchase 198,345 Shares of Common Stock, which
constitutes 5.42% of the outstanding shares of Common Stock (based
upon the number of shares that were reported to be outstanding by
SMT on December 6, 1996 and assuming the exercise of the Warrants).
JMG does not directly own any Common Stock but, by virtue of its
position as the general partner of JMG, may be deemed to own
beneficially the Warrants and the Shares of Common Stock held by
Partners and issuable pursuant to the Warrants. Glaser does not
directly own any Common Stock, but, by virtue of his control over
the investment and voting decisions of (I) Management (and
therefore, JMG), Glaser may be deemed to own beneficially Warrants
the Shares of Common Stock held by JMG and issuable pursuant to the
Warrants. Therefore, Glaser is the indirect beneficial owner of
198,345 Shares of Common Stock which constitutes 5.42% of the
outstanding shares of the Common Stock (assuming the exercise of
the Warrants).
(b) JMG, Management and Glaser may be deemed to share the power to
vote or to direct the vote and to dispose or to direct the
disposition of the shares of Common Stock held by JMG.
(c) The following table sets forth the transactions effected by JMG
during the past sixty days. Each of the transactions set forth
below reflects a purchase affected by means of an over-the-counter
trade. The Price Per Share excludes commissions, if any.
<TABLE>
<CAPTION>
Number of Entity
Warrants Engaging
Buy or Price Per Purchased in
Trade Date Sell Warrant or Sold Transaction
- ---------------------------------------------------------------
<S> <C> <C> <C> <C>
11/11/96 B $1.1875 10,000 JMG
11/14/96 B 1.3125 2,500 JMG
11/14/96 B 1.3385 13,000 JMG
11/14/96 B 1.3542 3,000 JMG
12/04/96 B 1.5847 37,000 JMG
12/05/96 B 1.7125 6,500 JMG
12/06/96 B 1.625 5,000 JMG
12/11/96 S 1.834 100 JMG
12/17/96 B 1.6875 1,000 JMG
</TABLE>
(d) To the best of Reporting Person's knowledge, no other person
has the right to receive or the power to direct the receipt of
dividends from, or the proceeds from the sale of, any shares of SMT
which the Reporting Persons may be deemed to own beneficially.
(e) Not applicable.
Item 6. Contracts, Arrangements, Understandings or Relationships
with Respect to Securities of the Company.
None
Item 7. Material to Be Filed as Exhibits
1. Joint Acquisition Statement.
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.
Date: January 3, 1997
JMG Capital Management, Inc.
By: /s/ JONATHAN GLASER
_____________________________
Jonathan Glaser
President
JMG Convertible Investments, L.P.
By: JMG Capital Management
General Partner
By: /s/ JONATHAN GLASER
----------------------
Jonathan Glaser
/s/ JONATHAN GLASER
- -----------------------
Jonathan Glaser
EXHIBIT INDEX
Exhibit No. Description Page
- ----------- ----------- ----
1. Joint Acquisition Statement 11
EXHIBIT 1
JOINT ACQUISITION STATEMENT
PURSUANT TO RULE 13d-1(f)(1)
The undersigned acknowledge and agree that the foregoing statement
on Schedule 13D is filed on behalf of each of the undersigned
without the necessity of filing additional joint acquisition
statements. The undersigned acknowledge that each shall be
responsible for the timely filing of such amendments, and for the
completeness and accuracy of the information concerning him or it
contained herein, but shall not be responsible for the completeness
and accuracy of the information concerning the other, except to the
extent that he or it knows or has reason to believe that such
information is inaccurate.
Date: January 3, 1997
JMG Capital Management, Inc.
By: /s/ JONATHAN GLASER
- ----------------------------------
Jonathan Glaser
President
JMG Convertible Investments, L.P.
By: JMG Capital Management General Partner
By: /s/ JONATHAN GLASER
- ----------------------------------
By: /s/ JONATHAN GLASER
- ----------------------------------
Jonathan Glaser
