<PAGE>1
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13D
Under the Securities Exchange Act of 1934
(Amendment No. 2)*
NORTHSTAR HEALTH SERVICES, INC.
(Name of Issuer)
Common Stock, $0.01 Par Value
(Title of Class of Securities)
666903109
(CUSIP Number)
Thomas W. Zaucha
The Committee to Protect Northstar Health
100 Lafayette Street
Indiana, PA 15701
(Name, Address and Telephone Number of Person
Authorized to Receive Notices and Communications)
February 18, 1997
(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.
Continued on following page(s)
Page 1 of 11 Pages
Exhibit Index: Page 10
- ------------------------
* Initial filing with respect to Joseph F. Micallef and Basil J.
Asciutto.
** A filing fee is not being paid with this statement pursuant to SEC
Release No. 33-7331 whereby the filing fee has been eliminated for
Schedule 13D.
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SCHEDULE 13D
CUSIP No. 666903109
1 Name of Reporting Person
S.S. or I.R.S. Identification No. of Above Person
Joseph F. Micallef
2 Check the Appropriate Box If a Member of a Group*
a. |_|
b. |X|
3 SEC Use Only
4 Source of Funds*
PF
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 Stated of America
7 Sole Voting Power
Number of 40,000
Shares
Beneficially 8 Shared Voting Power
Owned By
Each
Reporting
Person 9 Sole Dispositive Power
With 40,000
10 Shared Dispositive Power
11 Aggregate Amount Beneficially Owned by Each Reporting Person
40,000
12 Check Box If the Aggregate Amount in Row (11) Excludes Certain Shares*
|_|
13 Percent of Class Represented By Amount in Row (11)
0.64%
14 Type of Reporting Person*
IN
*SEE INSTRUCTIONS BEFORE FILLING OUT!
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SCHEDULE 13D
CUSIP No. 666903109
1 Name of Reporting Person
S.S. or I.R.S. Identification No. of Above Person
Basil J. Asciutto
2 Check the Appropriate Box If a Member of a Group*
a. |_|
b. |X|
3 SEC Use Only
4 Source of Funds*
PF
5 Check Box If Disclosure of Legal Proceedings Is Required Pursuant to
Items 2(d) or 2(e).
6 Citizenship or Place of Organization
New York limited partnership
7 Sole Voting Power
Number of 20,000
Shares
Beneficially 8 Shared Voting Power
Owned By 0
Each
Reporting 9 Sole Dispositive Power
Person 20,000
With
10 Shared Dispositive Power
0
11 Aggregate Amount Beneficially Owned by Each Reporting Person
20,000
12 Check Box If the Aggregate Amount in Row (11) Excludes Certain Shares*
|_|
13 Percent of Class Represented By Amount in Row (11)
0.32%
14 Type of Reporting Person*
IN
*SEE INSTRUCTIONS BEFORE FILLING OUT!
<PAGE>4
Item 1.
Item 1 of the Amendment No. 1 (as defined below) is hereby amended as follows.
This Amendment No. 2 to Schedule 13D relates to shares of common stock, $0.01
par value per share (the "Common Stock"), of Northstar Health Services, Inc., a
Delaware corporation (the "Issuer" or the "Company"), with principal executive
offices located at The Atrium, 665 Philadelphia Street, Indiana, PA 15701. This
Amendment No. 2 supplements and amends Amendment No. 1 to Schedule 13D dated
February 6, 1997 ("Amendment No. 1") filed by Thomas W. Zaucha, one of the
Reporting Persons (as defined herein). Amendment No. 1 is supplementally amended
as follows.
Item 2. Identity and Background.
The list of reporting persons in Item 2 of the Amendment No. 1 is hereby amended
and supplemented to include the following persons.
This statement is being filed on behalf of each of the following persons
(collectively, the "Reporting Persons"):
i) Thomas W. Zaucha ("Mr. Zaucha"),
ii) Joseph F. Micallef ("Mr. Micallef"),
iii) Basil J. Asciutto ("Mr. Asciutto"), and
iv) Commonwealth Associates, L.P. ("Commonwealth").
Mr. Micallef
The principal occupation of Joseph F, Micallef, a United States Citizen, is his
position as Chairman of the Board of Directors and Chief Executive Officer of
Associated Sales Tax Consultants Incorporated. The principal business of
Associated Sales Tax Consultants Incorporated is professional tax consulting
specializing in sales and use tax audits in California. The principal address of
Associated Sales Tax Consultants Incorporated is 3353 Bradshaw Road, Suite 106,
Sacramento, CA 95827.
Mr. Asciutto
The principal occupation of Basil J. Asciutto, a United States Citizen, is his
position as Chief Operating Officer of Commonwealth Associates, L.P.
("Commonwealth Associates"). The principal business of Commonwealth Associates
is acting as a registered broker-dealer providing investment banking and
brokerage services. The address of its principal office and business is 733
Third Avenue, New York, NY 10017.
During the past five years, none of the Reporting Persons, the general partner
of any such limited partnership nor any executive officer or director of such
general partner ultimately in control of such limited partnership, to the
knowledge of the Reporting Persons, has been (a) convicted in a criminal
proceeding, or (b) a party to any civil proceeding of a judicial or
administrative body of competent jurisdiction and as a result of which was or is
subject to a judgment, decree or final order enjoining
<PAGE>5
future violations of, or prohibiting or mandating activities subject to, federal
or state securities laws, or finding any violation with respect to such laws.
Item 3. Sources and Amounts of Funds or Other Consideration.
Item 3 of the Amendment No. 1 is hereby supplemented by adding the following to
the end thereof:
Mr. Asciutto. Mr. Asciutto expended approximately $31,250 of his personal
funds to purchase the Common Stock which is reported in Item 5(c) as having
been purchased for his account during the past 60 days.
Item 4. Purpose of Transaction.
Item 4 of the Amendment No. 1 is hereby supplemented by adding the following to
the end thereof:
On February 18, 1997, Mr. Micallef and Mr. Asciutto became
members of the Committee to Protect Northstar Health (the "Committee"). The
Committee is comprised of Thomas W. Zaucha, Mr. Micallef and Mr. Asciutto. As
of the date hereof, Committee members own an aggregate of 1,009,958 shares of
the Company's Common Stock, representing approximately 16.21% of the Company's
shares currently outstanding.
The Committee filed a preliminary consent statement on Schedule
14A with the Securities and Exchange Commission on February 7, 1997 and a
revised preliminary consent statement on Schedule 14A on February 19, 1997. The
Committee also filed additional preliminary materials on Schedule 14A with the
Securities and Exchange Commission on February 11, 1997 and on February 20,
1997.
On February 10, 1997, Mr. Zaucha filed a Complaint for
Declaratory and Injunctive Relief (the "Complaint") in the Court of Chancery of
the State of Delaware in and for New Castle County. In the Complaint, Mr. Zaucha
seeks declaratory and injunctive relief that the By-law amendments (as defined
below) are invalid and that the other Board Members may not enforce them. The
Northstar Board-approved By-law amendments purport to: (i) eliminate the right
of stockholders to call a special meeting of stockholders; (ii) eliminate the
right of stockholders to act by written consent; (iii) eliminate the right of
stockholders to remove directors without cause; and (iv) eliminate the right of
a majority of stockholders to remove any director by requiring a two-thirds vote
of the outstanding shares of common stock (collectively, the "By-law
amendments"). Specifically, the Complaint requests that an order be entered:
(i) declaring the By-law amendments invalid and
unenforceable;
(ii) declaring that Mr. Zaucha retains the right to act by
written consent as provided for in Section 228 of the
Delaware General Corporation Law including the right
to amend the By-laws, to eliminate the classified
board, to remove directors without cause, and to fill
vacancies or newly-created directorships on the
Company's Board;
(iii) declaring that the current directors may be removed
without cause by the majority consent of the
outstanding stock;
(iv) enjoining the current directors from taking any
action to enforce the By-law amendments;
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(v) enjoining the current directors from seeking to
enforce the By-law amendments in any other court;
(vi) awarding to Mr. Zaucha the costs and disbursements of
this action, including reasonable attorneys' fees; and
(v) granting such other and further relief as the Court
deems just and proper.
Item 5. Interest in Securities of the Issuer.
Item 5 of the Amendment No. 1 is hereby supplemented and amended as follows:
(a) (i) On the date of this Statement, the Reporting Persons may
be deemed collectively to beneficially own 1,031,455 shares of Common Stock, or
16.6% of the outstanding shares of Common Stock.
(iv) On the date of this Statement, the aggregate number of shares
of Common Stock of which Mr. Micallef may be deemed a beneficial owner is 40,000
shares (approximately 0.64% of the Common Stock outstanding). All such shares of
Common Stock of the Company are held by Mr. Micallef as sole beneficial owner.
(v) On the date of this Statement, the aggregate number of shares
of Common Stock of which Mr. Asciutto may be deemed a beneficial owner is 20,000
shares (approximately 0.32% of the Common Stock outstanding). All such shares of
Common Stock of the Company are held by Mr. Asciutto as sole beneficial owner.
(b)(v) Mr. Micallef may be deemed to have sole voting power
and dispositive power over 40,000 shares of Common Stock.
(vi) Mr. Asciutto may be deemed to have sole voting power and
dispositive power over 20,000 shares of Common Stock.
Item 6. Contracts, Arrangements, Understandings or Relationships with
Respect to Securities of the Issuer.
Item 6 of the Amendment No. 1 is supplemented by adding the following
to the end thereof:
(vii) Mr. Micallef has requested that he be considered as a candidate
to fill a vacancy on the Northstar Board of Directors in the event the
Committee's solicitation of written consents from the holders of shares of
Common Stock is successful. In that event, this request will be considered in
due course by the Board.
(vi) Mr. Micallef intends to vote his shares of Common Stock in
favor of the measures required by Item 4 above.
(vi) Mr. Asciutto intends to vote his shares of Common Stock in
favor of the measures required by Item 4 above.
<PAGE>7
Item 7. Material to Be Filed as Exhibits
Item 7 of the Amendment No. 1 is hereby amended by adding the following to the
end thereof:
1. Joint Filing Agreement, dated February 21, 1997, pursuant to Rule
13d-f(1) between Thomas W. Zaucha, Joseph F. Micallef, Basil J.
Asciutto and Commonwealth Associates, L.P.
<PAGE>8
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: February 21, 1997 THOMAS W. ZAUCHA
/s/ Thomas W. Zaucha
Thomas W. Zaucha
Date: February 21, 1997 JOSEPH F. MICALLEF
/s/ Joseph F. Micallef
Joseph F. Micallef
Date: February 21, 1997 BASIL J. ASCIUTTO
/s/ Basil J. Asciutto
Basil J. Asciutto
Date: February 21, 1997 COMMONWEALTH ASSOCIATES, L.P.
By: Commonwealth Associates Management
Company, Inc., its general partner
By: /s/ Basil Asciutto
Name: Basil Asciutto
Title: Chief Operating Officer
By: /s/ Joseph Wynne
Name: Joseph Wynne
Title: Chief Financial Officer
<PAGE>9
EXHIBIT INDEX
Page
A. Recent Transactions in the Common Stock of Northstar Health Services, 10
Inc.
B. Joint Filing Agreement, dated February 21, 1997, between Thomas W. 11
Zaucha, Joseph F. Micallef, Basil J. Asciutto and Commonwealth
Associates, L.P.
<PAGE>1
<TABLE>
<CAPTION>
EXHIBIT A
RECENT TRANSACTIONS IN THE COMMON STOCK
OF NORTHSTAR HEALTH SERVICES, INC.
BY THE PERSONS NAMED IN ITEM 5(a)
<S> <C> <C> <C> <C>
Identity of the Person: Date of Transaction Number of Shares Price Per Share Where and How the
Transaction was
Effected
Basil Asciutto 1/2/97 10,000 $1.375 Purchase
1/15/97 10,000 $1.75 Purchase
</TABLE>
<PAGE>1
EXHIBIT B
JOINT FILING AGREEMENT
The undersigned hereby agree that Amendment No. 2 to the
statement on Schedule 13D with respect to the shares of Common Stock of
Northstar Health Services, Inc., dated February 21, 1997, and any further
amendments thereto signed by each of the undersigned shall be filed on behalf of
each of them pursuant to and in accordance with the provisions of Rule 13d-1(f)
under the Securities Exchange Act of 1934.
Date: February 21, 1997 THOMAS W. ZAUCHA
/s/ Thomas W. Zaucha
Thomas W. Zaucha
Date: February 21, 1997 JOSEPH F. MICALLEF
/s/ Joseph F. Micallef
Joseph F. Micallef
Date: February 21, 1997 BASIL J. ASCIUTTO
/s/ Basil J. Asciutto
Basil J. Asciutto
Date: February 21, 1997 COMMONWEALTH ASSOCIATES, L.P.
By: Commonwealth Associates Management
Company, Inc., its general partner
By: /s/ Basil Asciutto
Name: Basil Asciutto
Title: Chief Operating Officer
By: /s/ Joseph Wynne
Name: Joseph Wynne
Title: Chief Financial Officer
