SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, DC 20549
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SCHEDULE 13D
Under the Securities Exchange Act of 1934
(Amendment No. 6)1
U.S. Diagnostic Inc.
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(Name of issuer)
COMMON STOCK, $.01 PAR VALUE
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(Title of class of securities)
90328Q108
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(CUSIP number)
STEVEN WOLOSKY, ESQ.
OLSHAN GRUNDMAN FROME ROSENZWEIG & WOLOSKY LLP
505 Park Avenue
New York, New York 10022
(212) 753-7200
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(Name, address and telephone number of person
authorized to receive notices and communications)
January 6, 2000
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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.
(Continued on following pages)
(Page 1 of 10 Pages)
Exhibit Index on Page 7
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1 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 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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CUSIP No. 90328Q108 13D Page 2 of 10 Pages
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1 NAME OF REPORTING PERSONS
S.S. OR I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS
STEEL PARTNERS II, L.P.
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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*
WC
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5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED
PURSUANT TO ITEM 2(d) OR 2(e) / /
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6 CITIZENSHIP OR PLACE OR ORGANIZATION
DELAWARE
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NUMBER OF 7 SOLE VOTING POWER
SHARES
BENEFICIALLY 3,384,000
OWNED BY
EACH
REPORTING ----------------------------------------------------------------
PERSON WITH
8 SHARED VOTING POWER
-0-
----------------------------------------------------------------
9 SOLE DISPOSITIVE POWER
3,384,000
----------------------------------------------------------------
10 SHARED DISPOSITIVE POWER
-0-
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11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING
PERSON
3,384,000
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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)
15.0%
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14 TYPE OF REPORTING PERSON*
PN
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*SEE INSTRUCTIONS BEFORE FILLING OUT!
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CUSIP No. 90328Q108 13D Page 3 of 10 Pages
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1 NAME OF REPORTING PERSONS
S.S. OR I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS
WARREN LICHTENSTEIN
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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
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5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED
PURSUANT TO ITEM 2(d) OR 2(e) / /
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6 CITIZENSHIP OR PLACE OR ORGANIZATION
USA
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NUMBER OF 7 SOLE VOTING POWER
SHARES
BENEFICIALLY 3,384,000
OWNED BY
EACH
REPORTING ----------------------------------------------------------------
PERSON WITH
8 SHARED VOTING POWER
- 0 -
----------------------------------------------------------------
9 SOLE DISPOSITIVE POWER
3,384,000
----------------------------------------------------------------
10 SHARED DISPOSITIVE POWER
- 0 -
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11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING
PERSON
3,384,000
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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)
15.0%
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14 TYPE OF REPORTING PERSON*
IN
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*SEE INSTRUCTIONS BEFORE FILLING OUT!
<PAGE>
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CUSIP No. 90328Q108 13D Page 4 of 10 Pages
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The following constitutes Amendment No. 6 ("Amendment No. 6") to the
Schedule 13D filed by the undersigned. This Amendment No. 6 amends the Schedule
13D as specifically set forth.
Item 3 is hereby amended to add the following:
Item 3. Source and Amount of Funds or Other Consideration.
The aggregate purchase price of the 3,384,000 Shares of Common
Stock owned by Steel Partners II is $3,363,538. The Shares of Common Stock owned
by Steel Partners II were acquired with partnership funds.
Item 4 is hereby amended and supplemented by adding the
following thereto:
Item 4. Purpose of Transaction.
Pursuant to the Reporting Persons' continued belief that the
Issuer's Common Stock represents an attractive investment opportunity, on
January 6, 2000, the Issuer and Steel Partners II entered into a
Nondiscrimination Agreement (attached hereto as Exhibit 2) whereby the Issuer
has agreed to make Section 203 of the Delaware General Corporation Law ("Section
203") inapplicable to any potential "Business Combination" (as defined in
Section 203) with Steel Partners II. As consideration for the Issuer's agreement
to waive Section 203 and as provided in the Nondiscrimination Agreement, Steel
Partners II has agreed not to acquire, directly or indirectly, beneficial
ownership of more than 45% of the voting stock of the Issuer (a) without prior
written consent of the board of directors of the Issuer including a majority of
the "Continuing Directors" (as defined in the Nondiscrimination Agreement) or
(b) except by means of a Business Combination whereby all holders of the
Issuer's Common Stock receive the same type and amount of consideration. The
Nondiscrimination Agreement is hereby incorporated by reference as if
specifically set forth herein.
Items 5(a) and (b) are hereby amended to read as follows:
Item 5. Interest in Securities of the Issuer.
(a) and (b) The aggregate percentage of Shares of Common Stock
reported owned by each person named herein is based upon 22,636,233 Shares
outstanding, which is the total number of Shares of Common Stock outstanding as
reported in the Issuer's Quarterly Report on Form 10-Q for the fiscal quarter
ended September 30, 1999.
As of the close of business on January 6, 2000, Steel Partners
II beneficially owns 3,384,000 Shares of Common Stock,
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CUSIP No. 90328Q108 13D Page 5 of 10 Pages
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constituting approximately 15.0% of the Shares outstanding. Mr. Lichtenstein
beneficially owns 3,384,000 Shares, representing approximately 15.0% of the
Shares outstanding. Mr. Lichtenstein has sole voting and dispositive power with
respect to the 3,384,000 Shares owned by Steel Partners II by virtue of his
authority to vote and dispose of such Shares. All of such Shares were acquired
in open-market transactions.
Item 5(c) is hereby amended to read as follows:
(c) Steel Partners II engaged in the following transactions
since the filing of Amendment No. 5:
Shares of Common Stock Price Per Date of
Purchased Share Purchase
29,300 .95750 12/23/99
Item 7 is amended to add the following:
Item 7. Material to be Filed as Exhibits.
2. Nondiscrimination Agreement
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CUSIP No. 90328Q108 13D Page 6 of 10 Pages
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SIGNATURES
After reasonable inquiry and to the best of his knowledge and
belief, each of the undersigned certifies that the information set forth in this
statement is true, complete and correct.
Dated: January 10, 2000 STEEL PARTNERS II, L.P.
By: Steel Partners, L.L.C.
General Partner
By: /s/ Warren G. Lichtenstein
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Warren G. Lichtenstein
Chief Executive Officer
/s/ WARREN G. LICHTENSTEIN
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WARREN G. LICHTENSTEIN
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CUSIP No. 90328Q108 13D Page 7 of 10 Pages
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EXHIBIT INDEX
Exhibit Page
1. Joint Filing Agreement between Steel Partners II and Warren G.
Lichtenstein (previously filed).
2. Nondiscrimination Agreement
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CUSIP No. 90328Q108 13D Page 8 of 10 Pages
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Exhibit 2
[Letterhead of USD]
December 29, 1999
Steel Partners II, L.P.
150 East 52nd Street
21st Floor
New York, New York 10029
Attention: Warren G. Lichtenstein
Re: Nondiscrimination Agreement
Gentlemen:
By letter dated December 17, 1999, you have requested that US
Diagnostic Inc. (the "Company") consider making Section 203 of the Delaware
General Corporation Law ("Section 203") inapplicable to any potential "Business
Combination" (as defined in Section 203) with Steel Partners II, L.P. ("Steel
Partners" which term shall be deemed to include any affiliate (as defined in
Section 203) of Steel Partners) by virtue of the board of directors of the
Company approving the transaction by which Steel Partners becomes an "Interested
Stockholder" (as defined in Section 203) (such inapplicability being referred to
herein as the "Section 203 Approval"). In order to provide for the increased
flexibility that such inapplicability of Section 203 would provide yet retain
certain protections for the stockholders of the Company, by executing in the
space provided below, Steel Partners, in order to induce and conditioned upon
the Section 203 Approval, hereby agrees:
1. For period of three years after the date hereof, Steel Partners will
not, by itself or as part of a group (as such term is used for purposes of Rule
13d-5 promulgated under the Securities Exchange Act of 1934, as amended (the
"Exchange Act")), become the direct or indirect record or beneficial owner of
more than 45% of the voting stock of the Company (a) without the prior written
consent of the board of directors of the Company including a majority of those
directors constituting Continuing Directors or (b) except by means of a Business
Combination or a tender offer not prohibited by paragraph 2 hereof. For purposes
of this agreement, "Continuing Directors" means persons who were (i) directors
of the Company on the date hereof ("Initial Directors") or (ii) directors whose
election or nomination was approved by a majority of the Initial Directors or
(iii) directors whose election or nomination was approved by a majority of the
directors described in clauses (i) or (ii) above. For purposes of this agreement
"beneficial ownership" shall be defined and calculated in accordance with
Section 13(d) of the Exchange Act, provided that a right to acquire voting stock
of the Company shall be deemed beneficial ownership of such voting stock
irrespective of whether such right is exerciseable within 60 days of any date as
of which such beneficial ownership is to be determined.
2. That for a period of three years after the date it becomes an
Interested Stockholder, Steel Partners will not propose or engage in, or assist
any other person in proposing
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CUSIP No. 90328Q108 13D Page 9 of 10 Pages
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or engaging in, any Business Combination, whether by means of a single
transaction or a series of related transactions, involving the Company
(including, without limitation, a merger, consolidation, tender offer for voting
securities of the Company, or sale of assets from which the Company generated
more than 30% of its consolidated earnings before interest, taxes, depreciation
and amortization during the 12 month period commencing 15 months prior to the
date any agreement with respect to such sale of assets is entered into) which
does not by its terms provide that all holders of a class of the Company's
capital stock shall receive the same type and amount of consideration to the
extent that any consideration is paid in any such transaction or series of
related transactions to any such holder in respect of or upon such holder's
shares of Company capital stock.
3. This agreement shall be solely for the benefit of and enforceable by
the parties hereto, provided, however, that in the event that a majority of the
board of directors of the Company no longer comprises Continuing Directors, this
agreement may be enforced by any Qualified Holder (as defined below) of the
Company's capital stock (and any such holders shall in such case be deemed third
party beneficiaries hereof), provided that such Qualified Holder shall have made
a good faith demand upon the board of directors of the Company to enforce this
agreement and such demand shall have been refused or not replied to for more
than 15 days after the receipt by the Company of such demand. For purposes of
this agreement, "Qualified Holder" means a person who has continuously held at
least 1000 shares of the Company's capital stock for a period of not less than
six months prior to the making of the demand described in the foregoing
sentence.
4. This agreement shall be construed in accordance with the laws of the
State of Delaware without regard to the principles of conflict of laws thereof.
5. Steel Partners agrees that remedies at law may be inadequate to
protect the Company and its stockholders against any actual or threatened breach
of this agreement by Steel Partners and, without prejudice to any other rights
and remedies otherwise available to the Company or such stockholders, you agree
that the Company shall be entitled to the remedy of specific performance and
other injunctive or equitable relief without proof of actual damages. Steel
Partners further agrees to waive any requirement for the securing or posting of
any bond in connection with such remedy, or, if such security or bond may not be
lawfully waived, it is agreed that such security or bond shall not exceed
$5,000.
6. The Company acknowledges that Steel Partners' agreements hereunder are
conditioned upon the Section 203 Approval being obtained no later than January
31, 2000.
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CUSIP No. 90328Q108 13D Page 10 of 10 Pages
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If this agreement appropriately sets forth our mutual understanding,
please have it executed by a duly authorized officer of Steel Partners and upon
counter signature by the Company this agreement shall become binding upon each
of the parties hereto as of the date of such counter signature.
Very truly yours,
US DIAGNOSTIC INC.
Date: 1/6/00 By: /s/ Joseph A. Paul
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Joseph A. Paul
President and CEO
Agreed to and accepted:
STEEL PARTNERS II, L.P.
By: /s/ Warren Lichtenstein
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Its: General Partner
