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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. __)*
Talbert Medical Management Holdings Corporation
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(Name of Issuer)
Common Stock
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(Title of Class of Securities)
874121 10 6
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(CUSIP Number)
Jack D. Massimino
Talbert Medical Management Holdings Corporation
3540 Howard Way
Costa Mesa, CA 92626-1417 714/436-4800
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(Name, Address and Telephone Number of Person Authorized to
Receive Notices and Communications)
May 20, 1997
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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 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 in the remainder of this cover page shall not be deemed
to be "filed" for the purpose of Section 18 of 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").
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SCHEDULE 13D
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CUSIP NO. 874121 10 6 PAGE 2 of 8 PAGES
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1 NAME OF REPORTING PERSON
S.S. OR I.R.S. IDENTIFICATION NOS. OF ABOVE PERSON
Jack R. Anderson
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2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (a)/ /
(b)/ /
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3 SEC USE ONLY
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4 SOURCE OF FUNDS*
00, PF
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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 of America
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NUMBER 7 SOLE VOTING POWER
OF 112,384
SHARES ----------------------------------------------
BENEFICIALLY 8 SHARED VOTING POWER
OWNED BY EACH 71,078**
REPORTING ----------------------------------------------
PERSON 9 SOLE DISPOSITIVE POWER
WITH 112,384
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10 SHARED DISPOSITIVE POWER
71,078**
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11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
183,462 shares of Common Stock. Mr. Anderson disclaims beneficial
ownership of 71,078 of such shares, as set forth in rows 8 and 10.
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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)
6.1 percent based on issuer's Prospectus dated April 21, 1997.
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14 TYPE OF REPORTING PERSON*
IN
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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
** Includes 23,878 shares of Common Stock owned by Mr. Anderson's wife and
47,200 shares of Common Stock owned by trusts of which Mr. Anderson's
relatives are beneficiaries (the "Trusts"). Mr. Anderson disclaims
beneficial ownership of these shares.
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Page 3 of 8
ITEM 1. SECURITY AND ISSUER
Common Stock, $.01 par value
Talbert Medical Management Holdings Corporation
3540 Howard Way
Costa Mesa, CA 92626-1417
ITEM 2. IDENTITY AND BACKGROUND
(a) Jack R. Anderson
(b) 14755 Preston Road, Suite 515
Dallas, Texas 75240
(c) President, Calver Corporation
(d) Not applicable
(e) Not applicable
(f) United States of America
ITEM 3. SOURCE AND AMOUNT OF FUNDS OR OTHER CONSIDERATION
Mr. Anderson, Mr. Anderson's wife and the Trusts received 112,384 Rights,
23,878 Rights and 47,200 Rights, respectively, in exchange for shares of common
stock and preferred stock of FHP International Corporation ("FHP") (see Item 5).
Mr. Anderson expended $910,053.63 of his personal funds in purchasing 50,503
Rights to purchase Common Stock of the Company ("Rights"), and expended
$2,416,256 of his personal funds to exercise Rights for 112,384 shares of Common
Stock. Mr. Anderson's wife expended $513,377 to exercise 23,878 Rights and the
trusts on behalf of certain of Mr. Anderson's relatives expended $1,014,800 to
exercise 47,200 Rights.
ITEM 4. PURPOSE OF TRANSACTION
Mr. Anderson acquired the shares of Common Stock as an investment and may
from time to time acquire or dispose of additional shares through open market
and privately negotiated transactions depending on existing market and economic
conditions. Mr. Anderson intends to review his investment in the issuer on a
continuing basis and, depending on the price and availability of shares,
subsequent developments affecting the issuer, the issuer's business and
prospects, other investment and business opportunities available to Mr.
Anderson, and other factors considered relevant, may decide to increase or
decrease the size of his investment in the issuer.
ITEM 5. INTEREST IN SECURITIES OF THE ISSUER.
(a) Please refer to rows 7-10 of this Schedule.
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Page 4 of 8
(b) Please refer to rows 7-10 of this Schedule.
(c) Mr. Anderson, Mr. Anderson's wife and the Trusts received 61,881
Rights, 23,878 Rights and 47,200 Rights, respectively, in exchange for shares of
common stock and preferred stock of FHP as part of the consideration paid to the
stockholders of FHP in connection with the merger of FHP and PacifiCare Health
Systems, Inc. in which FHP stockholders received one Right for every 21.19154
shares of common stock of FHP and one Right for every 26.27752 shares of
preferred stock of FHP held at the effective time of the merger, which was 1:55
p.m., Eastern Standard Time, on February 14, 1997. Although shares of FHP
common and preferred stock were converted into Rights on February 14, 1997, the
Rights were not distributed until April 21, 1997 pursuant to the Company's
Registration Statement on Form S-1 (No. 333-17679), as amended.
Mr. Anderson purchased Rights on the open market as follows: 13,000 Rights
on April 30, 1997 at $18 1/8 per Right; 7,000 Rights on April 30, 1997 at $17
7/8 per Right; 18,003 Rights on May 1, 1997 at $17 7/8 per Right; 2,500 Rights
on May 1, 1997 at $18 per Right; and 10,000 Rights on May 5, 1997 at $ 13 3/4
per Right.
Mr. Anderson exercised 112,384 Rights at an exercise price of $21.50 per
Right and Mr. Anderson's wife and the Trusts exercised 23,878 and 47,200 Rights,
respectively, at an exercise price of $21.50 per Right.
(d) Not applicable
(e) Not applicable
ITEM 6. CONTRACTS, ARRANGEMENTS, UNDERSTANDINGS OR RELATIONSHIPS WITH RESPECT
TO SECURITIES OF THE ISSUER.
Mr. Anderson, as chairman of the board of directors of the Company,
received non-employee director options to purchase 6,000 shares of Common Stock,
at an exercise price of $29.17 per share, under the Company's 1996 Stock
Incentive Plan in November 1996, with a vesting schedule determined as if the
grant were made as of September 17, 1996 (the "Initial Grant"). The Initial
Grant options will vest at the rate of 25% on the later of 90 days after the
date of the option grant or 60 days after the date of commencement of trading of
the Common Stock on a national securities exchange or quotation system, and 25%
per year on the first three anniversaries of the Initial Grant date. The Stock
Incentive Plan provides for automatic subsequent annual grants of options to
purchase 1,000 shares of Common Stock to each non-employee director on each
anniversary of such director's initial option grant. These options will vest at
the rate of 25% per year commencing on the first anniversary of the grant date
and the next three anniversaries thereof.
ITEM 7. MATERIAL TO BE FILED AS EXHIBITS
7.1 Non-employee director stock option agreement.
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Page 5 of 8
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: May 29, 1997
-- /s/ Jack R. Anderson
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Jack R. Anderson
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Page 6 of 8
EXHIBIT 7.1
TALBERT MEDICAL MANAGEMENT HOLDINGS CORPORATION
1996 STOCK INCENTIVE PLAN
ELIGIBLE DIRECTOR
NONQUALIFIED STOCK OPTION AGREEMENT
THIS AGREEMENT dated as of the 21st day of November, 1996, between
TALBERT MEDICAL MANAGEMENT HOLDINGS CORPORATION, a Delaware corporation (the
"Corporation"), and Jack R. Anderson (the "Director").
W I T N E S S E T H
WHEREAS, the Corporation has adopted and the stockholders of the
Corporation have approved the Talbert Medical Management Holdings Corporation
1996 Stock Incentive Plan (the "Plan").
WHEREAS, pursuant to Article 7 of the Plan, the Corporation has
granted an option (the "Option") to the Director upon the terms and conditions
evidenced hereby, as required by the Plan, which Option is not intended as and
shall not be deemed to be an incentive stock option within the meaning of
Section 422 of the Code.
NOW, THEREFORE, in consideration of the services rendered and to be
rendered by the Director, the Corporation and the Director agree to the terms
and conditions set forth herein as required by the terms of the Plan.
1. OPTION GRANT. This Agreement evidences the grant to the
Director, as of September 17, 1996 (the "Award Date"), of an Option to
purchase an aggregate of six thousand (6,000) shares of Common Stock, par
value $.01 per share, under Article 7 of the Plan, subject to the terms and
conditions and to adjustment as set forth herein or pursuant to the Plan.
2. EXERCISE PRICE. The Option entitles the Director to purchase
(subject to the terms of Sections 3 through 6 below) all or any part of the
Option shares at a price per share of $29.17, which amount represents the Fair
Market Value of the shares on the Award Date.
3. OPTION EXERCISABILITY AND TERM. Subject to adjustment pursuant
to Section 7.6 of the Plan, the Option shall become and remain exercisable: (i)
at the rate of 25% on the later of 90 days after the Award Date or 60 days after
the date of commencement of trading of the Common Stock on a national securities
exchange or quotation system (the "Initial Award Date") and (ii) at the rate of
25% per annum commencing on the first anniversary of the Initial Award Date and
each of the next two anniversaries thereof. The Option shall terminate on
September 16,
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Page 7 of 8
2006 unless earlier terminated in accordance with the terms of Section 7.7 of
the Plan.
4. SERVICE AND EFFECT OF TERMINATION OF SERVICE. The Director
agrees to serve as a director in accordance with the provisions of the
Corporation's Articles of Incorporation, bylaws and applicable law. If the
Director's services as a member of the Board shall terminate, this Option shall
terminate at the times and to the extent set forth in Section 7.5 of the Plan.
5. GENERAL TERMS. The Option and this Agreement are subject to, and
the Corporation and the Director agree to be bound by, the provisions of the
Plan that apply to the Option. Such provisions are incorporated herein by this
reference. The Director acknowledges receiving a copy of the Plan and reading
its applicable provisions. Capitalized terms not otherwise defined herein shall
have the meaning assigned to such terms in the Plan.
6. GRANT CONDITIONED UPON LISTING OF SHARES. Notwithstanding
anything else contained herein to the contrary, this Option is expressly
conditioned upon the commencement of trading of the shares of the Corporation's
Common Stock on a national securities exchange or quotation system. In the
event that the Corporation's Common Stock does not commence trading on a
national securities or quotation system exchange within twelve (12) months from
the Award Date, this Option shall be null and void.
7. NONTRANSFERABILITY. The Option and any other rights of the
Director under this Agreement or the Plan are nontransferable as provided in
Section 1.8 of the Plan.
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Page 8 of 8
IN WITNESS WHEREOF, the parties have executed this Agreement as of the
date first above written.
TALBERT MEDICAL MANAGEMENT
HOLDINGS CORPORATION
(a Delaware corporation)
By: /s/ Jack D. Massimino
Title: President and Chief
Executive Officer
DIRECTOR
/s/ Jack R. Anderson
(Signature)
Jack R. Anderson
(Print Name)
c/o Calver Corporation
16475 Dallas Parkway, Suite 735
Dallas, TX 75248
(Address)
