UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
Under the Securities Exchange Act of 1934
(Amendment No ___)*
Universal Hospital Services, Inc.
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(Name of Issuer)
Common Stock, par value $.01
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(Title of Class of Securities)
91359L109
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(CUSIP Number)
Louis J. Bevilacqua, Esq.,
Cadwalader Wickersham & Taft, 100 Maiden Lane, New York, NY 10038
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(Name, Address and Telephone Number of Person
Authorized to Receive Notices and Communications)
December 13, 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.)
Note: Six copies of this statement, including all exhibits, should be filed with
the Commission. See Rule 13-1(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).
<PAGE>
SCHEDULE 13D
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CUSIP No. 91359L109
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1 NAME OF REPORTING PERSON Wynnefield Partners Small Cap Value, L.P.
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
13-3688497
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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*
WC
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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
Delaware
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7 SOLE VOTING POWER
263,000
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NUMBER OF ------- --------------------------------------------------
SHARES 8 SHARED VOTING POWER
BENEFICIALLY -0-
OWNED BY
EACH ------- --------------------------------------------------
REPORTING ------- --------------------------------------------------
PERSON 9 SOLE DISPOSITIVE POWER
REPORTING 263,000
WITH
------- --------------------------------------------------
------- --------------------------------------------------
10 SHARED DISPOSITIVE POWER
-0-
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11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
263,000
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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)
4.9%
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14 TYPE OF REPORTING PERSON*
PN
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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>
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1 NAME OF REPORTING PERSON Channel Partnership II
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
22-3215653
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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*
WC
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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
New Jersey
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7 SOLE VOTING POWER
5,700
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NUMBER OF ------- --------------------------------------------------
SHARES 8 SHARED VOTING POWER
BENEFICIALLY -0-
OWNED BY
EACH ------- --------------------------------------------------
REPORTING ------- --------------------------------------------------
PERSON 9 SOLE DISPOSITIVE POWER
REPORTING 5,700
WITH
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------- --------------------------------------------------
10 SHARED DISPOSITIVE POWER
-0-
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11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
5,700
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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)
0.1%
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14 TYPE OF REPORTING PERSON*
PN
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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
This Statement relates to shares of Common Stock, $.01 par value per share,
(the "Common Stock"), of Universal Hospital Services, Inc. (the "Issuer"). The
Issuer's Principal Executive Offices are located at 1250 Northland Plaza, 3800
West 80th Street, Bloomington, Minnesota 55431-4442.
Item 2. Identity and Background
This statement is being filed by Wynnefield Partners Small Cap Value, L.P.,
a limited partnership formed under the laws of Delaware (the "Partnership") on
behalf of the Partnership and Channel Partnership II, a partnership formed under
the laws of New Jersey ("Channel") (collectively, the "Reporting Persons"). The
principal businesses of the Partnership and of Channel are investments. The
addresses of the principal offices of the Partnership and Channel are One Penn
Plaza, Suite 4720, New York, New York 10119.
Nelson Obus and Joshua Landes are the general partners of the Partnership,
and their principal business address is the same as that of the Partnership. The
principal occupations of Messrs. Obus and Landes are acting as the general
partners and managing investments of the Partnership. Mr. Obus is also the
general partner of Channel.
During the past five years, neither Mr. Obus nor Mr. Landes has (a) been
convicted in a criminal proceeding (excluding traffic violations or similar
misdemeanors) or (b) has been a party to a civil proceeding of a judicial or
administrative body of competent jurisdiction, as a result of which either of
them 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.
Messrs. Obus and Landes are citizens of the United States.
Item 3. Source and Amount of Funds or Other Consideration
The Partnership previously purchased shares of the Issuer with cash
provided from working capital, as follows: 19,000 shares for $178,125 on
December 14, 1995, 10,000 shares for $101,250 on February 23, 1996, 226,700
shares for $1,310,609.38 on September 26, 1996, 4,300 shares for $31,164.25 on
October 15, 1996, and 3,000 shares for $30,585 on December 11, 1996.
Channel previously purchased shares of the Issuer with cash provided from
working capital, as follows: 5,700 shares for $41,310.75 on October 15, 1996.
Item 4. Purpose of Transaction
The Reporting Persons initially purchased their stock for investment
purposes.
At the time the Partnership and Channel received their stock and until
recently, neither had any plan, proposal, or intention which relates to or would
result in any action with respect to the matters listed in paragraphs (b)
through (j) of Item 4 of Schedule 13D.
However, recently the Reporting Persons have become increasingly concerned
about certain actions taken by the Issuer's Board of Directors (the "Board"). In
a Press Release, dated November 11, 1996 (the "Press Release"), the Issuer
publicly announced that the Board had initiated a process to explore
alternatives for enhancing stockholder value, including the possible sale of the
Company, and had engaged Piper Jaffray Inc. to act as its advisor and to manage
the process. In addition, the Press Release stated that on November 5, 1996, the
Board received a written letter from another company offering to acquire the
Issuer at a price exceeding the current market price for the Issuer's shares,
and that on November 8, 1996 the Issuer adopted a "poison pill" anti-takeover
defense plan. All of these actions whether intended or not, are likely to send a
message to the marketplace that Management places their interests over that of
the stockholders, and that potential purchasers should not apply unless they are
willing to accede to the will of Management.
The Reporting Persons are concerned that the Board, led by a number of
Management employees, will be perceived by the market to have undertaken a
program of entrenchment. In the Reporting Persons' opinion, the Board has
adopted a poison pill, redeemable only by the current Board or its hand-picked
successors, which discourages a fair and open auction, so the Board can choose a
potential buyer that will cater to Management's goals rather than acting to
protect the "best price" interests of the stockholders. The Board's actions will
likely result in less interested bidders and a lower price for stockholders.
The Reporting Persons summarized their concerns in a letter to the Issuer
dated December 13, 1996 (the "Letter"). In the Letter, the Reporting Persons
point out the difficult pricing environment the Issuer operates in, which has
been caused by consolidation among and cost containment pressure from the
Issuer's customers. The Letter also notes that significant capital expenditures
will be needed should the Issuer attempt to become a national presence. These
factors make it clear that any merger or acquisition decision will be central to
the stockholders' interest in the Issuer. The Board should work directly with
the stockholders in implementing any such decision. The Reporting Persons
believe that a sale to the strategic buyer willing to pay the highest price for
the Issuer is in the best interests of the stockholders. A copy of the Letter is
attached as Exhibit B.
The Reporting Persons intend to monitor the action of the Board carefully
to protect the value of their investment, and to insure that the Board takes
appropriate steps to achieve the best stockholder value. If the Reporting
Persons conclude that the issues raised in the Letter are not adequately
addressed by Management, and that the Board is not taking appropriate measures
to protect the interests of the Issuer's stockholders and to enhance the value
of the stockholders' investments in the Issuer, they will consider further
action with respect to their interest in the Issuer. These actions include, but
are not limited to, requesting discussions with the Board to raise their
concerns, affiliating with other similar dissatisfied stockholders, pursuing
appropriate legal action to ensure that stockholders are not disenfranchised by
the Board, seeking increased representation on the Board, and seeking proxies
and written consents from other stockholders of the Issuer.
In the future, the Reporting Persons may decide to purchase additional
Common Stock in the open market or a private transaction, or sell any or all of
their shares of Common Stock.
Item 5. Interest in Securities of the Issuer
(a) According to the Issuer's Form 10-Q for the period ending September 30,
1996, the Issuer had issued and outstanding 5,357,218 shares of Common Stock.
The Partnership is the beneficial owner of 263,000 shares or 4.9% of the
outstanding Common Stock. Channel is the beneficial owner of 5,700 shares or
0.1% of the outstanding Common Stock.
The Reporting Persons may constitute a group for purposes of Regulation
13D. As a member of a group, each of the Reporting Persons may be deemed to
beneficially own the shares of Common Stock beneficially owned by each of the
other Reporting Persons, which in the aggregate is 268,700 shares of Common
Stock or 5.02% of the total shares of Common Stock outstanding.
Neither the filing of this Schedule 13D nor any of its contents shall be
deemed to constitute an admission that any Reporting Person is the beneficial
owner of any of the shares of Common Stock owned by another Reporting Person for
purposes of Section 13(d) of the Exchange Act or for any other purpose, and such
beneficial ownership is expressly disclaimed.
(b) Messrs. Obus and Landes, the general partners of the Partnership, have
the sole power to vote, or to direct the vote, or to direct the sale or other
disposition of, the Common Stock held by the Partnership. Messrs. Obus and
Landes, as the general partners of the Partnership, have the sole power to
receive or to direct the receipt of the proceeds from the sale of the Common
Stock, or any dividends paid with respect to the Common Stock held by the
Partnership. Mr. Obus has such powers with respect to the Common Stock held by
Channel.
(c) During the past sixty days, the following transactions in the Common
Stock were effected:
On October 15, 1996, the Partnership purchased 4,300 shares of Common
Stock of the Issuer for $31,164.25. On October 15, 1996, Channel
purchased 5,700 shares of Common Stock of the Issuer for $41,310.75.
On December 11, 1996, the Partnership purchased 3,000 shares of Common
Stock for $30,585.
(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
Exhibit A - Joint Filing Agreement
Exhibit B - Letter, dated December 13, 1996.
<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.
Dated: December 13, 1996
Wynnefield Partners Small Cap Value, L.P.
By: /s/ Nelson Obus
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General Partner
EXHIBIT A
JOINT FILING AGREEMENT
The Schedule 13D, relating to Common Stock of Universal Hospital Services,
Inc., dated December 13, 1996, is filed on behalf of Wynnefield Partners Small
Cap Value, L.P. and Channel Partnership II.
Dated: December 13, 1996
Wynnefield Partners Small Cap Value, L.P. Channel Partnership II
By: /s/ Nelson Obus By: /s/ Nelson Obus
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General Partner General Partner
EXHIBIT B
Wynnefield Capital, Inc.
Wynnefield Partners Small Cap Value, L.P.
Channel Partnership II
One Penn Plaza, Suite 4720
New York, NY 10119
December 13, 1996
Mr. Thomas A. Minner
President, Chief Executive Officer
and Chairman of the Board
Universal Hospital Services, Inc.
1250 Northland Plaza
3800 West 80th Street
Bloomington, Minnesota 55431-4442
Dear Tom:
As one of your largest stockholders, I applaud your recent initiative to
explore alternatives for enhancing stockholder value. However, I continue to be
concerned by what is obviously a mixed message. The recent adoption of a poison
pill that is only redeemable by current directors or their appointees is likely
to discourage some of the best potential buyers.
Our firm has studied a number of independent service operators ("ISO's")
similar to Universal Hospital Services, Inc (the "Company"). This research has
made me quite aware of the difficult pricing environment in which many ISO's,
including your company, are operating. As you well know, this has been caused by
continued consolidation among your customers and continued cost containment
pressure from these same entities. Making the picture bleaker for you are
significant capital expenditure requirements as you attempt to become a national
presence.
Your decision to engage Piper Jaffray as adviser and manager of the process
of examining ways to enhance stockholder value appears to be in response to an
acquisition proposal from an unnamed company. The process has three possible
outcomes - you remain independent or you are acquired by either a financial or a
strategic buyer. Since this decision is so central to the stockholders' interest
in the Company, I strongly believe it is the Board's duty to work directly with
the stockholders regarding any such decision.
I firmly believe that the best interests of both your customers and your
stockholders will be served by selling to the strategic buyer willing to pay the
highest price for Universal Hospital Services. The new company will be in an
advantageous position to meet the increasingly difficult business challenges
which lie ahead. Going it along or finding a financial buyer will serve only the
interests of a management intent on entrenching itself. Wynnefield strongly
urges you to recognize these simple facts as the process plays itself out and
not precipitate a sharp conflict with your stockholders.
Sincerely,
/s/ Nelson Obus
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Nelson Obus
General Partner
Wynnefield Partners Small Cap Value, L.P.
Channel Partnership II
