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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. __) *
ENDOSONICS CORPORATION
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(Name of Issuer)
COMMON STOCK, $.001 PAR VALUE PER SHARE
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(Title of Class of Securities)
29264K105
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(CUSIP Number)
GILBERT H. DAVIS, ESQ.
SIMS MOSS KLINE & DAVIS LLP
400 NORTHPARK TOWN CENTER, SUITE 310
1000 ABERNATHY ROAD, N.E.
ATLANTA, GEORGIA 30328
(770) 481-7210
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(Name, Address and Telephone Number of Persons
Authorized to Receive Notices and Communications)
JUNE 19, 1998
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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 [ ].
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 sent.
Page 1 of 11 pages
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13D
CUSIP No. 29264k105
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1 NAME OF REPORTING PERSON:
James O. Patterson
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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: WC, 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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NUMBER OF 7 SOLE VOTING POWER: 1,015,000
SHARES --------------------------------------------------
BENEFICIALLY 8 SHARED VOTING POWER: NONE
OWNED BY --------------------------------------------------
EACH 9 SOLE DISPOSITIVE POWER: 1,015,000
REPORTING --------------------------------------------------
PERSON 10 SHARED DISPOSITIVE POWER: NONE
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11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON: 1,015,000
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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): 6.3%
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14 TYPE OF REPORTING PERSON: IN
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Page 2 of 11 pages
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ITEM 1. SECURITY AND ISSUER.
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This Statement relates to shares of the $.001 par value common stock of
Endosonics Corporation(the "Company"). The Company has its principal executive
offices at 2870 Kilgore Road, Rancho Cordova, California 95670.
ITEM 2. IDENTITY AND BACKGROUND.
-----------------------
This Statement is filed by the following (collectively, the "J.O.
Patterson Group"):
(a) Mr. James O. Patterson ("Mr. Patterson"), an individual whose
business address is 1450 East Tower, 3343 Peachtree Road, N.E., Atlanta, Georgia
30326. Mr. Patterson's principal occupation is investment management, provided
through his status as the managing general partner of Phoenix (L.P.) ("Phoenix")
and Mustang Partners, L.P. ("Mustang"), his status as the President and
controlling shareholder of J.O. Patterson & Co. ("JOPCO"), and his
responsibility for investment decisions made by Falcon Partners which serves as
the Investment Manager of Falcon Fund International Partnership ("Falcon Fund").
Mr. Patterson is a citizen of the United States of America.
(b) Phoenix, a limited partnership organized under the laws of State of
Georgia with its principal offices located at 1450 East Tower, 3343 Peachtree
Road, N.E., Atlanta, Georgia 30326. Phoenix' principal business is investing and
reinvesting capital contributed by its partners, earnings and profits in a
portfolio consisting principally of equity securities and rights and options
relating thereto.
(c) Falcon Fund, a limited partnership organized under the laws of the
Cayman Islands with its principal offices located at Cayside Galleries, Harbour
Drive, George Town, Grand Cayman, British West Indies. Falcon Fund's principal
business is investing and reinvesting capital contributed by its partners,
earnings and profits in a portfolio consisting principally of equity securities
and rights and options relating thereto.
(d) Mustang Partners L.P. ("Mustang"), a limited partnership organized
under the laws of State of Georgia with its principal offices located at 1450
East Tower, 3343 Peachtree Road, N.E., Atlanta, Georgia 30326. Mustang's
principal business is investing and reinvesting capital contributed by its
partners, earnings and profits in a portfolio consisting principally of equity
securities and rights and options relating thereto.
In addition, information regarding the following entities and persons
is provided pursuant to General Instruction C to Schedule 13D:
Page 3 of 11 pages
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(e) Falcon Partners ("Falcon Partners"), a general partnership
organized under the laws of the State of Georgia with its principal offices
located at 1450 East Tower, 3343 Peachtree Road, N.E., Atlanta, Georgia 30326.
The principal business of Falcon Partners is serving as the Investment Manager
for and as a general partner of Falcon Fund.
(f) JOPCO, a corporation organized under the laws of the State of
Georgia with its principal offices located at 1450 East Tower, 3343 Peachtree
Road, N.E., Atlanta, Georgia 30326. JOPCO's principal business is providing
investment management services to Phoenix (in its capacity as Alternate General
Partner of Phoenix), Falcon Partners (in its capacity as a general partner of
Falcon Partners), and Mustang. Persons who, in addition to Mr. Patterson, serve
as directors and/or executive officers of JOPCO are listed on Schedule A
attached hereto and incorporated herein by this reference.
(g) Falcon Fund International, Inc. ("Falcon Fund International"), an
exempted company organized under the laws of the Cayman Islands, with its
principal offices located at Cayside Galleries, Harbour Drive, George Town,
Grand Cayman, British West Indies. Falcon Fund International is a general
partner of Falcon Fund and its principal business is investing, either
indirectly or through a partnership organized under the laws of the Cayman
Islands, in U.S. and non-U.S. securities and other intangible investment
instruments. The directors of Falcon Fund International are Messrs. Patterson
and Magher, Pierson (Nominees) Cayman Limited, a limited liability company
organized under the laws of the Cayman Islands, and Pierson (Management) Cayman
Limited, a limited liability company organized under the laws of the Cayman
Islands. The business address of Pierson (Nominees) Cayman Limited and Pierson
(Management) Cayman Limited is Cayside Galleries, Harbour Drive, George Town,
Grand Cayman, British West Indies. Policy-making functions are performed for
Falcon Fund International by Falcon Partners as Investment Manager pursuant to
an Investment Management Agreement with Falcon Fund International. Other
executive officers of Falcon Fund International are listed on Schedule B
attached hereto and incorporated herein by this reference.
During the past five years, none of the entities or persons listed
above or any of the persons shown on Schedule A attached hereto has been
convicted in a criminal proceeding (excluding traffic violations or similar
misdemeanors), or 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 violation with respect to such laws.
Page 4 of 11 pages
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ITEM 3. SOURCE AND AMOUNT OF FUNDS OR OTHER CONSIDERATION.
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The funds used to acquire the shares of the Company stock described in
Item 5 below were taken from the working capital, including equity contributions
and earnings from operations, of Phoenix, Falcon Fund and Mustang, respectively,
and borrowed through their respective margin borrowing arrangements with Bear,
Stearns & Co. Inc. Such margin loans have been obtained in the ordinary course
of business pursuant to standard brokerage agreements and are secured in part by
securities, including shares of the Company stock, owned by Phoenix, Falcon Fund
and Mustang.
In the event Mr. Patterson determines to cause Phoenix, Falcon Fund or
Mustang to purchase additional shares of the Company stock, it is currently
contemplated that they will use their respective working capital and/or funds
borrowed through their respective margin borrowing arrangements. As of the date
of this Statement, no other arrangements with third parties have been made with
respect to financing the acquisition of additional shares except such standard
margin arrangements with securities brokers employed by Phoenix, Falcon Fund and
Mustang.
ITEM 4. PURPOSE OF TRANSACTION.
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Phoenix, Falcon Fund and Mustang have acquired the shares of the
Company stock indicated herein for investment in the ordinary course of their
businesses consistent with the belief that the value of the Company stock
exceeded that reflected in the respective market prices of the Company stock on
the dates of such purchases. Mr. Patterson may elect to cause any or all of
Phoenix, Falcon Fund and Mustang to acquire additional shares of the Company
stock or to sell shares. Any such determination may be based on a number of
factors, including the continued attractiveness of investment in the Company
shares at then prevailing market prices, the number of shares that are available
for purchase, the price or prices thereof, general market conditions and other
similar factors.
While they reserve the right to develop plans or proposals in the
future regarding the following items, at the present time none of the persons
identified in response to Item 2 of this Statement have any plans or proposals
which relate to or would result in any of the following:
(1) An extraordinary corporate transaction, such as a merger,
reorganization or liquidation, involving the Company or any of its subsidiaries;
(2) Sale or transfer of a material amount of assets of the Company or
of any of its subsidiaries;
Page 5 of 11 pages
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(3) Any change in the present board of directors or management of the
Company, including any plans or proposals to change the number or term of
directors or to fill any existing vacancies on the board;
(4) Any material change in the present capitalization or dividend
policy of the Company;
(5) Any other material change in the Company's business or corporate
structure;
(6) Changes in the Company's charter, bylaws or instruments
corresponding thereto or other actions which may impede the acquisition of
control of the Company by any person;
(7) Causing a class of securities of the Company to be delisted from a
national securities exchange or cease to be authorized to be quoted in an inter-
dealer quotation system of a registered national securities association;
(8) A class of equity securities of the Company becoming eligible for
termination of registration pursuant to Section 12(g)(4) of the Securities
Exchange Act of 1934, as amended; or
(9) Any action similar to any of those enumerated above.
ITEM 5. INTEREST IN SECURITIES OF THE ISSUER.
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Under the rules and regulations of the Securities and Exchange
Commission, Mr. Patterson may be deemed to be the beneficial owner of a total of
1,015,000 shares of the Company stock, representing approximately 6.3% of the
issued and outstanding shares of the Company. Of these shares, 468,982 shares
(approximately 2.9% of outstanding shares) are owned directly by Phoenix;
346,018 shares (approximately 2.1% of outstanding shares) are owned directly by
Falcon Fund; and 200,000 shares (approximately 1.2% of outstanding shares) are
owned directly by Mustang, over which Mr. Patterson exercises investment
discretion. Mr. Patterson currently has sole power to direct the voting and
disposition of the shares of Phoenix and by Falcon Fund, and has sole power to
direct the disposition but not power to direct the voting of the shares held by
Mustang.
The percentages of outstanding shares of the Company stock set out in
the preceding paragraph are computed based on a total of 16,187,835 outstanding
shares of Company stock as of March 31, 1998, as indicated by information
supplied by the Company as of that date.
Page 6 of 11 pages
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During the past 60 days, the parties filing this Statement have engaged
in the following transactions in shares of the Company stock:
NO. OF SHARES PRICE
DATE PARTY PURCHASED/(SOLD) PER SHARE
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06/24/98 Phoenix 8,858 $ 5.816
06/19/98 Phoenix 88,535 $ 6.000
06/18/98 Phoenix 29,512 $ 5.985
05/20/98 Phoenix 8,702 $ 6.096
06/24/98 Falcon Fund 6,142 $ 5.816
06/19/98 Falcon Fund 61,465 $ 6.000
06/18/98 Falcon Fund 20,488 $ 5.985
05/20/98 Falcon Fund 6,415 $ 6.096
06/19/98 Mustang 200,000 $ 6.000
Each of the above transactions was effected on the open market through the
National Association of Securities Dealers, Inc. Automated Quotation Systems
(NASDAQ). No other person listed in response to Item 2 above owns beneficially
any shares of the Company stock except as set forth herein.
ITEM 6. CONTRACTS, ARRANGEMENTS, UNDERSTANDINGS OR RELATIONSHIPS WITH RESPECT
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TO SECURITIES OF THE ISSUER.
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Except as described in this Statement, the parties filing this
Statement are not parties to any contract, arrangement, understanding or
relationships with any other person with respect to shares of the Company stock,
including but not limited to transfer or voting of any of the securities,
finder's fees, joint ventures, loan or option arrangements, puts or calls,
guarantees of profits, divisions of profits or loss, or the giving or
withholding of proxies.
ITEM 7. MATERIAL TO BE FILED AS EXHIBITS.
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Filed as exhibits hereto are the following:
7.1 Agreement Regarding Joint Filing among Mr. Patterson, Phoenix,
Mustang and Falcon Fund.
Page 7 of 11 pages
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SIGNATURES
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: June 29, 1998 /s/ James O. Patterson
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James O. Patterson
PHOENIX
Date: June 29, 1998 By: /s/ James O. Patterson
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James O. Patterson, Managing
General Partner
FALCON FUND INTERNATIONAL
PARTNERSHIP
By: Falcon Fund, Investment
General Partner
By: J.O Patterson & Co., General
Partner
Date: June 29, 1998 By: /s/ James O. Patterson
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James O. Patterson, President
Page 8 of 11 pages
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SCHEDULE A
The following persons, in addition to Mr. Patterson, are the directors
and/or executive officers of JOPCO. Except as noted below, the business address
of each of the persons named below is the same as that of JOPCO.
Name and Principal Occupation or
Business Address Employment and Citizenship
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Sallie J. Patterson Mrs. Patterson is Mr. Patterson's wife and is
currently employed in their home. Mrs. Patterson also
serves as the Chairwoman of the Board of Directors of
JOPCO and is a citizen of the United States.
Victor M. Dandridge, Jr. Mr. Dandridge is retired and manages his
3323 Rosewood Lane own investments. Mr. Dandridge is a
Charlottesville, VA 22903 citizen of the United States and a director of JOPCO.
Pamela S. Johnson Ms. Johnson is a Vice President and the Secretary of
JOPCO. She is a citizen of the United States.
Page 9 of 11 pages
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SCHEDULE B
The following persons are executive officers of Falcon Fund International.
Name and Principal Occupation or
Business Address Employment and Citizenship
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Peter de Ruijter Mr. de Ruijter is employed as a
c/o Pierson Heldring & banker. He is the President of Falcon
Pierson (Cayman) Limited Fund International, and a citizen of
P. O. Box 2003 Holland.
Harbour Drive, George Town
Grand Cayman
British West Indies
Keven Bromley Mr. Bromley is employed as a trust
c/o Pierson Heldring & officer. He is the Vice President of
Pierson (Cayman) Limited Falcon Fund International, and a
P. O. Box 2003 citizen of the United Kingdom.
Harbour Drive, George Town
Grand Cayman
British West Indies
Roger Hanson Mr. Hanson is employed as an
c/o Pierson Heldring & accountant. He is the Treasurer of
Pierson (Cayman) Limited Falcon Fund International, and a
P. O. Box 2003 citizen of the United Kingdom.
Harbour Drive, George Town
Grand Cayman
British West Indies
Page 10 of 11 pages
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EXHIBIT 7.1
AGREEMENT REGARDING JOINT FILING
The undersigned agree that a Schedule 13D, and any amendments thereto
that may be required, shall be filed jointly on behalf of the undersigned, and
any other person or entity who may hereafter be included in the definition of
"J.O. Patterson Group" in any required amendment, when and if required under
provisions of the Securities Exchange Act of 1934 or rules or regulations of the
Securities and Exchange Commission thereunder.
Date: June 28, 1998 /s/ James O. Patterson
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James O. Patterson
PHOENIX
Date: June 28, 1998 By: /s/ James O. Patterson
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James O. Patterson, Managing
General Partner
MUSTANG PARTNERS L.P.
Date: June 28, 1998 By: /s/ James O. Patterson
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James O. Patterson,
General Partner
FALCON FUND INTERNATIONAL PARTNERSHIP
By: Falcon Fund, Investment General
Partner
By: J.O Patterson & Co., General
Partner
Date: June 28, 1998 By: /s/ James O. Patterson
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James O. Patterson, President
Page 11 of 11 pages
