UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13G
Under the Securities Exchange Act of 1934
Amendment No. 2
MEDPARTNERS INC.
(formerly Caremark International Inc.)
(Name of Issuer)
COMMON STOCK
(Title of Class of Securities)
58503X107
(CUSIP Number)
Check the following box if a fee is being paid with this
statement ( ).
SCHEDULE 13G
Amendment No. 2
MEDPARTNERS INC.
(formerly Caremark International Inc.)
(Name of Issuer)
COMMON STOCK
(Title of Class of Securities)
58503X107
(CUSIP Number)
(1) Names of Reporting Persons S.S. or I.R.S. Identification
Nos. of Above Persons
Trimark Financial Corporation
(2) Check the Appropriate Box if a Member of a Group
(a)
(b) (x)
(3) SEC Use Only
(4) Citizenship or Place of Organization
Trimark Financial Corporation is a corporation incorporated
under the laws of Ontario, Canada
Number of (5) Sole Voting Power 3,633,501shares
Shares
Benefici- (6) Shared Voting Power NIL
ally Owned
by Each (7) Sole Dispositive Power 3,633,501shares
Reporting
Person With (8) Shared Dispositive Power NIL
(9) Aggregate Amount Beneficially Owned by Each Reporting Person
3,633,501 shares
(10) Check if the Aggregate Amount in Row (9) Excludes Certain
Shares
Not applicable
(11) Percent of Class Represented by Amount in Row 9
2.3 % of outstanding common shares
(12) Type of Reporting Person HC (see item 2A)
Item 1(a)
Name of Issuer: MedPartners Inc. (formerly Caremark
International Inc.)
Item 1(b)
Address of Issuer's Principal Executive Offices:
3000 Galleria Tower
Suite 1000
Birmingham, AL 35244
Item 2(a)
Name of Person Filing:
Certain Trimark mutual funds (the "Funds"), which are trusts
organized under the laws of Ontario, Canada, are owners of record
of the securities covered by this report. Trimark Investment
Management Inc. ("TIMI"), a corporation incorporated under the
laws of Canada, is a manager and trustee of the Funds. TIMI is
qualified to act as an investment adviser and manager of the
Funds in the province of Ontario pursuant to a registration under
the Securities Act (Ontario). Trimark Financial Corporation
("TFC") is a corporation incorporated under the laws of Ontario,
Canada. It owns 100% of the voting equity securities of TIMI.
Consequently, TFC may be deemed to be the beneficial owner of
such securities.
Item 2(b)
Address of Principal Business Office:
One First Canadian Place
Suite 5600, P. O. Box 487
Toronto, Ontario
M5X 1E5
(416) 362-7181
Item 2(c)
Citizenship:
Trimark Financial Corporation - Incorporated under the laws
of Ontario, Canada
Trimark Investment Management Inc. - Incorporated under the
laws of Canada
Trimark mutual funds - mutual fund trusts organized under
the laws of Ontario, Canada
Item 2(d)
Title of Class of Securities: common stock
Item 2(e)
CUSIP Number: 58503X107
Item 3
If this statement is filed pursuant to Rules 13d-1(b), or 13d-
2(b), check whether the
person filing is a:
(a) ( ) Broker or Dealer registered under Section 15
of the Act
(b) ( ) Bank as defined in section 3(a) (6) of the
Act
(c) ( ) Insurance Company as defined in section
3(a)(19) of the Act
(d) ( ) Investment Company registered under section 8
of the Investment
Company Act
(e) ( ) Investment Adviser registered under section
203 of the Investment
Advisers Act of 1940
(f) ( ) Employee Benefit Plan, Pension Fund which is
subject to the provisions of the Employee
Retirement Income Security Act of 1974 or
Endowment Fund; see 240.13d-1(b) (1) (ii)(F)
(g) (x ) Parent Holding Company, in accordance with
240.13d-1(b) (ii)(G) (Note: See Item 7)
(h) ( ) Group, in accordance with 240.13d-1(b)
(ii)(H)
(see item 2A)
Item 4
Ownership.
(a) Amount Beneficially Owned*:
3,633,501
(b) Percent of Class:
2.3 %
(c) Number of shares as to which such person has*:
(i) sole power to vote or to direct the vote: (TFC)
3,633,501
(ii) shared power to vote or to direct the vote: NIL
(iii) sole power to dispose or to direct the disposition
of: (TFC) 3,633,501
(iv) shared power to dispose or to direct the
disposition of: NIL
* (see item 2(a))
Item 5
Ownership of Five Percent or Less of a Class
(x)
Item 6
Ownership of More than Five Percent on Behalf of Another Person
Inapplicable
Item 7
Identification and Classification of the Subsidiary which
Acquired the Security Being Reported on By the Parent Holding
Company.
See item 2(a)
Item 8
Identification and Classification of Members of the Group.
Inapplicable
Item 9
Notice of Dissolution of Group.
Inapplicable
Item 10
Certification.
By signing below I certify that, to the best of my knowledge
and belief, the securities referred to above were acquired in the
ordinary course of business and were not acquired for the purpose
of and do not have the effect of changing or influencing the
control of the issuer of such securities and were not acquired in
connection with or as a participant in any transaction having
such purposes or effect.
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: February 5, 1997
Signature:
Name/Title: Michael Kevin Feeney, Chief Financial
Officer, on behalf of Trimark Financial
Corporation in its capacity as a "Reporting
Person" herein.
Attention: Intentional misstatements or
omissions of fact constitute Federal criminal
violations (See 18 U.S.C. 1001).
