UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
SCHEDULE 13D
Under the Securities Exchange Act of 1934
(AMENDMENT NO.1)
UNIVERSAL HOSPITAL SERVICES, INC.
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(Name of Issuer)
Common Stock, $0.01 Par Value
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(Title of Class of Securities)
91359L109
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(CUSIP Number)
Peter H. Kamin
Peak Investment Limited Partnership
One Financial Center, Suite 1600
Boston, MA 02111
(617) 526-8979
-with copies to-
Joseph F. Mazzella, Esq.
Lane Altman & Owens LLP
101 Federal Street
Boston, Massachusetts 02110
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(Name, Address and Telephone Number of Person Authorized to Receive Notices and
Communications)
November 22, 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-d(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. 91359L109 PAGE 2 OF 10 PAGES
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1 Name of Reporting Person
S.S. or I.R.S. Identification No. of Above Person
Peak Investment Limited Partnership
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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 Proceeding 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 256,600
Shares __________________________________________________________
Beneficially 8 Shared Voting Power -0-
Owned by __________________________________________________________
Each 9 Sole Dispositive Power 256,600
Reporting __________________________________________________________
Person With 10 Shared Dispositive Power -0-
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11 Aggregate Amount Beneficially Owned by Each Reporting Person 256,600
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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) 4.7%
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14 Type of Reporting Person* PN
*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.
SCHEDULE 13D
CUSIP NO. 91359L109 PAGE 3 OF 10 PAGES
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1 Name of Reporting Person
S.S. or I.R.S. Identification No. of Above Person
Peak Management, Inc.
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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* None
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5 Check Box if Disclosure of Legal Proceeding 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 -0-
Shares __________________________________________________________
Beneficially 8 Shared Voting Power 256,600
Owned by __________________________________________________________
Each 9 Sole Dispositive Power -0-
Reporting __________________________________________________________
Person With 10 Shared Dispositive Power 256,600
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11 Aggregate Amount Beneficially Owned by Each Reporting Person 256,600*
* As General Partner of Peak Investment Limited Partnership
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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) 4.7%
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14 Type of Reporting Person* CO
*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.
SCHEDULE 13D
CUSIP NO. 91359L109 PAGE 4 OF 10 PAGES
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1 Name of Reporting Person
S.S. or I.R.S. Identification No. of Above Person Peter H. Kamin
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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
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5 Check Box if Disclosure of Legal Proceeding 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 43,500
Shares __________________________________________________________
Beneficially 8 Shared Voting Power 382,100
Owned by __________________________________________________________
Each 9 Sole Dispositive Power 43,500
Reporting __________________________________________________________
Person With 10 Shared Dispositive Power 382,100
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11 Aggregate Amount Beneficially Owned by Each Reporting Person 425,600
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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) 7.8%
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14 Type of Reporting Person* IN
*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.
CUSIP NO. 91359L109 PAGE 5 OF 10 PAGES
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THIS AMENDMENT NO. 1 RELATES TO THE SCHEDULE 13D ORIGINALLY FILED ON BEHALF OF
THE REPORTING PERSONS WITH THE COMMISSION ON OCTOBER 7, 1996. THE TEXT OF SAID
SCHEDULE 13D IS HEREBY AMENDED BY THE FOLLOWING:
ITEM 4. PURPOSE OF THE TRANSACTION
In a November 11, 1996 Press Release, the Issuer publicly announced
that (i) on November 5, 1996, its Board of Directors 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; (ii) it would explore alternatives
for enhancing shareholder value; and (iii) it was adopting a "poison pill"
anti-takeover defense plan.
On November 22, 1996, Peak Investment Limited Partnership ("Peak") sent
a letter to the Issuer (attached hereto as Exhibit B) stating that Peak is
concerned that the Board is following a strategy of entrenchment by adopting a
poison pill that discourages unsolicited offers and can be redeemed only by the
current Board or its handpicked successors. Peak further indicated in its letter
that as a result of the aforementioned concern, it was in the process of
determining whether to take steps to replace the Issuer's Board of Directors,
stating that such determination would, in part, be based upon its evaluation of
whether the Board (i) acts in the interests of all shareholders in connection
with the pending November 5, 1996 offer, and (ii) reconsiders the poison pill
and takes no further steps to disenfranchise shareholders.
In all other respects, the information set forth in the Item 4
originally filed on October 7, 1996 remains as previously set forth, including
the Reporting Persons reserving the right to propose other transactions which
may materially affect the company's organization, control or management.
ITEM 7. MATERIAL TO BE FILED AS EXHIBITS
Exhibit A. Agreement of Joint Filing
Exhibit B. Letter dated November 22, 1996.
CUSIP NO. 91359L109 PAGE 6 OF 10 PAGES
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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.
This statement may be executed in any number of counterparts, each of which
shall be deemed an original and all of which shall constitute one (1)
instrument.
Peak L.P.
By: Peak Management, Inc.
Its Sole General Partner
By: /s/ Peter H. Kamin
----------------------------
Peter H. Kamin, President
Dated as of: November 26, 1996
CUSIP NO. 91359L109 PAGE 7 OF 10 PAGES
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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.
This statement may be executed in any number of counterparts, each of which
shall be deemed an original and all of which shall constitute one (1)
instrument.
PEAK MANAGEMENT, INC.
By: /s/ Peter H. Kamin
-------------------------
Peter H. Kamin
Dated as of: November 26, 1996
CUSIP NO. 91359L109 PAGE 8 OF 10 PAGES
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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.
This statement may be executed in any number of counterparts, each of which
shall be deemed an original and all of which shall constitute one (1)
instrument.
By: /s/ Peter H. Kamin
---------------------------
Peter H. Kamin, Individually
Dated as of: November 26, 1996
CUSIP NO. 91359L109 PAGE 9 OF 10 PAGES
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EXHIBIT A
AGREEMENT OF JOINT FILING
UNIVERSAL HOSPITAL SERVICES, INC.
COMMON STOCK, PAR VALUE $0.01
In accordance with Rule 13D-1(f) under the Securities Exchange Act of
1934, as amended, the undersigned hereby confirm the agreement by and among them
to the joint filing on behalf of each of them of a Statement on Schedule 13D,
and any and all amendments thereto, with respect to the above referenced
securities and that this Agreement be included as an Exhibit to such filing.
This Agreement may be executed in any number of counterparts, each of
which shall be deemed to be an original and all of which together shall be
deemed to constitute one and the same Agreement.
IN WITNESS WHEREOF, the undersigned hereby execute this Agreement as of
this 26th day of Novemeber, 1996.
PEAK L.P.
By: Peak Management, Inc.
Its Sole General Partner
By: /s/ Peter H. Kamin
-------------------
PEAK MANAGEMENT, INC.
By: /s/ Peter H. Kamin
-------------------------
Peter H. Kamin, President
/s/ Peter H. Kamin
----------------------------
Peter H. Kamin, Individually
CUSIP NO. 91359L109 PAGE 10 OF 10 PAGES
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EXHIBIT B
PEAK INVESTMENT LIMITED PARTNERSHIP One
Financial Center o Suite 1600 o Boston, Massachusetts 02111
November 22, 1996
Mr. Thomas A. Minner
President & Chief Executive Officer
Universal Hospital Services, Inc.
1250 Northland Plaza
3800 W. 80th Street
Bloomington, MN 55431-4442
Dear Tom:
On November 5, 1996, I wrote you to express our view that the Company's
prospects for growth as an independent entity may be limited and, therefore,
that maximizing shareholder value through a sale or merger of the Company should
be fully explored. As I then said, we believe that there are multiple parties
with an interest in purchasing the Company at a significant premium to its
market value. This remains the case.
Following our letter, you publicly announced receipt of a purchase
offer from an unidentified buyer, as well as the Board's adoption of a "poison
pill" anti-takeover defense. Though sale of the Company was mentioned as a
possibility, the adoption of the poison pill indicates that the current Board
seeks to avoid a sale and continue with business as usual. Further, the Board
appears to be following a strategy of entrenchment by adopting a poison pill
that can be redeemed only by the current Board, or their hand-picked successors.
Such entrenchment is unnecessary, overly broad and particularly outrageous given
your knowledge that independent shareholders, such as ourselves, were
considering replacement of the incumbent Board.
As a result of our concerns, we are in the process of determining
whether replacement of the current Board is necessary to ensure fair
consideration of all alternatives, whether they be operation of an independent
company or otherwise. If we determine such action is in our interest, and in the
interest of other Shareholders, we may also determine that circumstances dictate
that it be undertaken at a special meeting rather than at the Company's Annual
Meeting in early 1997. In this regard, we are forwarding under separate cover a
demand to inspect the Board of Director minutes of the Company pursuant to the
applicable requirements of Minnesota law.
Our decision on proposing a slate of nominees will, of course, be made
based upon a number of factors, including the direction taken by the current
Board. For example, we await the public announcement by the Company of the
evaluation of the November 5 purchase offer that is required to be made by
Disinterested Directors under Minnesota statute. In the interim, we expect the
Board to reconsider the poison pill it has adopted, and to take no further steps
that would disenfranchise shareholders, or otherwise not be in the shareholders
best interest.
Please contact our counsel, Joseph F. Mazzella, Esq., at Lane Altman &
Owens, Boston, Massachusetts 02110, (617) 345-9800, to arrange for delivery of
the requested minutes.
Very truly yours,
Peter H.Kamin
