<PAGE> 1
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13G
Under the Securities Exchange Act of 1934
(Amendment No. 4)*
Integra, Inc.
(Name of Issuer)
Common Stock, $.01 Par Value
(Title of Class of Securities)
45811 M 10 5
(CUSIP Number)
Check the appropriate box to designate the rule pursuant to which this Schedule
is filed:
/ / Rule 13d-1(b)
/ / Rule 13d-(c)
/x/ Rule 13d-1(d)
- ----------
* 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 the 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 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).
<PAGE> 2
CUSIP NO. 45811 M 10 5 13G PAGE 2 OF 15 PAGES
1 NAMES OF REPORTING PERSONS
I.R.S. IDENTIFICATION NO. OF ABOVE PERSONS (ENTITIES ONLY)
Abbingdon Venture Partners Limited Partnership
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP*
(a) /x/
(b) / /
3 SEC USE ONLY
4 CITIZENSHIP OR PLACE OF ORGANIZATION
Connecticut
NUMBER OF SHARES 5 SOLE VOTING POWER
BENEFICIALLY OWNED BY
EACH 3,067,650
REPORTING PERSON
WITH 6 SHARED VOTING POWER
0
7 SOLE DISPOSITIVE POWER
3,067,650
8 SHARED DISPOSITIVE POWER
0
9 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
3,067,650
10 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES
CERTAIN SHARES* / /
11 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9
29.39%
12 TYPE OF REPORTING PERSON*
PN
*SEE INSTRUCTION BEFORE FILLING OUT!
<PAGE> 3
CUSIP NO. 45811 M 10 5 13G PAGE 3 OF 15 PAGES
1 NAMES OF REPORTING PERSONS
I.R.S. IDENTIFICATION NO. OF ABOVE PERSONS (ENTITIES ONLY)
Abbingdon Venture Partners Limited Partnership-II
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP*
(a) /x/
(b) / /
3 SEC USE ONLY
4 CITIZENSHIP OR PLACE OF ORGANIZATION
Delaware
NUMBER OF SHARES 5 SOLE VOTING POWER
BENEFICIALLY OWNED BY
EACH 1,022,550
REPORTING PERSON
WITH 6 SHARED VOTING POWER
0
7 SOLE DISPOSITIVE POWER
1,022,550
8 SHARED DISPOSITIVE POWER
0
9 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
1,022,550
10 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES
CERTAIN SHARES* / /
11 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9
9.99%
12 TYPE OF REPORTING PERSON*
PN
*SEE INSTRUCTION BEFORE FILLING OUT!
<PAGE> 4
CUSIP NO. 45811 M 10 5 13G PAGE 4 OF 15 PAGES
1 NAMES OF REPORTING PERSONS
I.R.S. IDENTIFICATION NO. OF ABOVE PERSONS (ENTITIES ONLY)
John H. Foster
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP*
(a) /x/
(b) / /
3 SEC USE ONLY
4 CITIZENSHIP OR PLACE OF ORGANIZATION
United States
NUMBER OF SHARES 5 SOLE VOTING POWER
BENEFICIALLY OWNED BY
EACH 25,500
REPORTING PERSON
WITH 6 SHARED VOTING POWER
4,122,766
7 SOLE DISPOSITIVE POWER
25,500
8 SHARED DISPOSITIVE POWER
4,122,766
9 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
4,148,266
10 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES
CERTAIN SHARES* / /
11 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9
39.36%
12 TYPE OF REPORTING PERSON*
IN
*SEE INSTRUCTION BEFORE FILLING OUT!
<PAGE> 5
CUSIP NO. 45811 M 10 5 13G PAGE 5 OF 15 PAGES
1 NAMES OF REPORTING PERSONS
I.R.S. IDENTIFICATION NO. OF ABOVE PERSONS (ENTITIES ONLY)
Timothy E. Foster
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP*
(a) /x/
(b) / /
3 SEC USE ONLY
4 CITIZENSHIP OR PLACE OF ORGANIZATION
United States
NUMBER OF SHARES 5 SOLE VOTING POWER
BENEFICIALLY OWNED BY
EACH 30,221
REPORTING PERSON
WITH 6 SHARED VOTING POWER
4,090,200
7 SOLE DISPOSITIVE POWER
30,221
8 SHARED DISPOSITIVE POWER
4,090,200
9 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
4,120,421
10 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES
CERTAIN SHARES* / /
11 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9
39.09%
12 TYPE OF REPORTING PERSON*
IN
*SEE INSTRUCTION BEFORE FILLING OUT!
<PAGE> 6
Item 1(a). Name of Issuer:
The name of the Issuer is Integra, Inc. (the "Company").
Item 1(b). Address of Issuer's Principal Executive Offices:
The principal executive offices of the Company are located
at 1060 First Avenue, King of Prussia, Pennsylvania 19406.
Item 2(a). Names of Persons Filing:
This statement is being filed by: (i) Abbingdon Venture
Partners Limited Partnership ("Abbingdon-I"); (ii) Abbingdon Venture Partners
Limited Partnership-II ("Abbingdon-II"); (iii) John H. Foster; and (iv) Timothy
E. Foster.
Item 2(b). Address of Principal Business Office or, if None, Residence:
The address of the principal business office of
Abbingdon-I, Abbingdon-II and John H. Foster is c/o Foster Management Company,
1018 West Ninth Avenue, King of Prussia, Pennsylvania 19406. The address of the
principal business office of Timothy E. Foster is c/o NovaCare, Inc., 1016 West
Ninth Avenue, King of Prussia, Pennsylvania 19406.
Item 2(c). Citizenship:
Abbingdon-I is organized under the laws of the State of
Connecticut. Abbingdon-II is organized under the laws of the State of Delaware.
John H. Foster is a citizen of the United States. Timothy E. Foster is a citizen
of the United States.
Item 2(d). Title of Class of Securities:
The securities to which this statement relates are shares
of the common stock, $.01 par value (the "Common Stock"), of the Company.
Item 2(e). CUSIP Number:
The CUSIP number of the Common Stock is 45811 M 10 5.
Item 3. If this statement is filed pursuant to Rules 13d-1(b), or
13d-2(b) or (c), check whether the person filing is a:
Not applicable.
Item 4. Ownership.
(1) Abbingdon-I:
(a) As of December 31, 1998, Abbingdon-I owned
beneficially 3,067,650 shares of Common Stock, of which:
(i) Abbingdon-I beneficially owned 2,767,650 shares of
Common Stock; and
<PAGE> 7
(ii) Abbingdon-I has the right to acquire 300,000
shares of Common Stock upon the conversion of immediately exercisable
warrants to purchase Common Stock.
(b) The shares of Common Stock owned beneficially by
Abbingdon-I represent approximately 29.39% of the issued and
outstanding shares of Common Stock of the Company.
(c) Abbingdon-I has the sole power to vote or to direct
the voting of its shares of Common Stock and has the sole power to
dispose of or to direct the disposition of its shares of Common Stock.
(2) Abbingdon-II:
(a) As of December 31, 1998, Abbingdon-II owned
beneficially 1,022,550 shares of Common Stock, of which:
(i) Abbingdon-II beneficially owned 922,550 shares of
Common Stock; and
(ii) Abbingdon-II has the right to acquire 100,000
shares of Common Stock upon the conversion of immediately
exercisable warrants to purchase Common Stock.
(b) The shares of Common Stock owned beneficially by
Abbingdon-II represent approximately 9.99% of the issued and
outstanding shares of Common Stock of the Company.
(c) Abbingdon-II has the sole power to vote or to direct
the voting of its shares of Common Stock and has the sole power to
dispose of or to direct the disposition of its shares of Common Stock.
(3) John H. Foster:
(a) As of December 31, 1998, John H. Foster owned
beneficially 4,148,266 shares of Common Stock.
(b) The shares of Common Stock owned beneficially by Mr.
John Foster represent approximately 39.36% of the issued and
outstanding shares of Common Stock of the Company.
(c) Mr. John Foster has the sole power to vote or to
direct the voting of 25,500 shares of Common Stock and has the sole
power to dispose of or to direct the disposition of 25,500 shares of
Common Stock.
(d) Mr. John Foster shares the power to vote or to direct
the voting of and to dispose of or to direct the disposition of the
following shares of Common Stock:
(i) 3,067,650 shares of Common Stock owned
beneficially by Abbingdon-I, a limited partnership of which
BDC-III Partners, a general
<PAGE> 8
partnership of which Mr. John Foster is a general partner of
certain intermediate partnerships, is general partner;
(ii) 1,022,550 shares of Common Stock owned
beneficially by Abbingdon-II, a limited partnership of which
Abbingdon-II Partners, a general partnership of which Mr. John
Foster is a general partner of certain intermediate
partnerships, is general partner;
(iii) 20,600 shares of Common Stock owned
beneficially by The John H. Foster Foundation, a charitable
foundation, of which Mr. Foster is a director; and
(iv) 11,966 shares of Common Stock owned
beneficially by the Trust u/w Virginia C. Foster, of which Mr.
Foster is a trustee.
(4) Timothy E. Foster:
(a) As of December 31, 1998, Timothy E. Foster owned
beneficially 4,120,421 shares of Common Stock.
(b) The shares of Common Stock owned beneficially by Mr.
Timothy Foster represent approximately 39.09% of the issued and
outstanding shares of Common Stock of the Company.
(c) Mr. Timothy Foster has the sole power to vote or to
direct the voting of 30,221 shares of Common Stock and has the sole
power to dispose of or to direct the disposition of 30,221 shares of
Common Stock.
(d) Mr. Timothy Foster shares the power to vote or to
direct the voting of and to dispose of or to direct the disposition of
the following shares of Common Stock:
(i) 3,067,650 shares of Common Stock owned
beneficially by Abbingdon-I, a limited partnership of which
BDC-III Partners, a general partnership of which Mr. Timothy
Foster is a general partner of certain intermediate
partnerships, is general partner;
(ii) 1,022,550 shares of Common Stock owned
beneficially by Abbingdon-II, a limited partnership of which
Abbingdon-II Partners, a general partnership of which Mr.
Timothy Foster is a general partner of certain intermediate
partnerships, is general partner;
Item 5. Ownership of Five Percent or Less of a Class.
Not applicable.
Item 6. Ownership of More than Five Percent on Behalf of Another
Person.
Not applicable.
<PAGE> 9
Item 7. Identification and Classification of the Subsidiary Which
Acquired the Security Being Reported on by the Parent Holding
Company.
Not applicable.
Item 8. Identification and Classification of Members of the Group.
The members of the Group filing this statement are Abbingdon Venture Partners
Limited Partnership, Abbingdon Venture Partners Limited Partnership-II, John H.
Foster and Timothy E. Foster.
Item 9. Notice of Dissolution of Group.
Not applicable.
Item 10. Certification.
Not applicable.
<PAGE> 10
Signature
After reasonable inquiry and to the best of our knowledge and
belief, we certify that the information set forth in this statement is true,
complete and correct.
February 12, 1999
ABBINGDON VENTURE PARTNERS LIMITED
PARTNERSHIP
By: BDC-III Partners, General
Partner
By: /s/Robert A. Ouimette
--------------------------------------
Name: Robert A. Ouimette,
as attorney-in-fact for John H. Foster
(on behalf of General Partner),
pursuant to a power of attorney dated
February 12, 1993 (previously filed,
copy attached)
ABBINGDON VENTURE PARTNERS
LIMITED PARTNERSHIP-II
By: Abbingdon-II Partners,
General Partner
By: /s/Robert A. Ouimette
--------------------------------------
Name: Robert A. Ouimette,
as attorney-in-fact for John H. Foster
(on behalf of General Partner),
pursuant to a power of attorney dated
February 12, 1993 (previously filed,
copy attached)
<PAGE> 11
By: /s/Robert A. Ouimette
---------------------------------------
Name: Robert A. Ouimette,
as attorney-in-fact for John H. Foster,
pursuant to a power of attorney dated
February 12, 1993 (previously filed,
copy attached)
/s/Timothy E. Foster
---------------------------------------
Name: Timothy E. Foster
<PAGE> 12
INDEX TO EXHIBITS
Exhibit Sequential
Number Description Page
- ------- ----------- ----
Exhibit A Joint Filing Agreement dated as of February 12, 1999
by and among Abbingdon Venture Partners Limited
Partnership, Abbingdon Venture Partners Limited
Partnership-II, John H. Foster and Timothy E. Foster.
<PAGE> 1
EXHIBIT A
Joint Filing Agreement
In accordance with Rule 13d-1(k)(1) promulgated under the
Securities Exchange Act of 1934, as amended, the undersigned hereby agree to the
joint filing with each other on behalf of each of them a statement on Amended
Schedule 13G with respect to the common stock, $.01 par value, of Integra, Inc.
This Joint Filing Agreement shall be included as an exhibit to such Amended
Schedule 13G.
IN WITNESS WHEREOF, the undersigned have executed this Joint
Filing Agreement as of the 12th day of February, 1999.
ABBINGDON VENTURE PARTNERS ABBINGDON VENTURE PARTNERS
LIMITED PARTNERSHIP LIMITED PARTNERSHIP-II
By: BDC-III Partners, General By: Abbingdon-II Partners,
Partner General Partner
By: /s/Robert A. Ouimette By: /s/Robert A. Ouimette
----------------------- ---------------------------
Name: Robert A. Ouimette, Name: Robert A. Ouimette,
as attorney-in-fact as attorney-in-fact
for John H. Foster for John H. Foster
(on behalf of General (on behalf of General
Partner), pursuant to a Partner), pursuant to a
power of attorney dated power of attorney dated
February 12, 1993 February 12, 1993
(previously filed, (previously filed,
copy attached) copy attached)
/s/Timothy E. Foster /s/Robert A. Ouimette
----------------------- ---------------------------
Name: Timothy E. Foster Name: Robert A. Ouimette
as attorney-in-fact for
John H. Foster,
Pursuant to a power of
attorney dated February 12,
1993 (previously filed,
copy attached)
<PAGE> 2
POWER OF ATTORNEY
To Execute Forms, Schedules, Reports and Other Documents
Pursuant to Sections 13 and 16 of the
Securities Exchange Act of 1934, as Amended,
by and on Behalf of
JOHN H. FOSTER
Know all by these presents, that I, John H. Foster, hereby
constitute and appoint each of Andrew J. Beck and Robert A. Ouimette, severally,
my true and lawful attorney-in-fact to:
(1) execute for me and on my behalf any and all forms,
schedules, reports and other documents relating to my direct or indirect
ownership of securities that are required to be filed with the Securities and
Exchange Commission pursuant to Sections 13 and 16 of the Securities and
Exchange Act of 1934, as amended, and the rules and regulations promulgated
thereunder by the Securities and Exchange Commission;
(2) do and perform any and all acts for me and on my behalf
which I myself could do, if I were personally present, which may be necessary or
desirable to complete the execution of such forms, schedules, reports and other
documents and the timely filing thereof; and
(3) take any other action of any type whatsoever in connection
with the foregoing which, in the opinion of such attorney-in-fact, may be
necessary, it being understood that the documents executed by such
attorney-in-fact on my behalf pursuant to this Power of Attorney shall be in
such form and shall contain such terms and conditions as such attorney-in-fact
may approve in his discretion.
This Power of Attorney shall not be affected by the subsequent
disability or incompetence of the principal.
To induce any third party to act hereunder, I hereby agree
that any third party receiving a duly executed copy or facsimile of this
instrument may act hereunder, and that revocation or termination hereof shall be
ineffective as to such third party unless and until actual notice or knowledge
of such revocation or termination shall have been received by such third party,
and I for myself and for my heirs, executors, legal representatives and assigns,
hereby agree to indemnify and hold harmless any such third party form and
against any and all claims that may arise
<PAGE> 3
against such third party by reason of such third party having relied on the
provisions of this instrument.
IN WITNESS WHEREOF, I have hereunto signed my name as of this
12th day of February, 1993.
/s/ John H. Foster
------------------
John H. Foster
COMMONWEALTH OF PENNSYLVANIA )
: ss.
COUNTY OF MONTGOMERY )
On the 13th day of February, 1993 before me personally came
John H. Foster to me known, and known to me to be the individual described in,
and who executed the foregoing instrument, and he acknowledged to me that he
executed the same.
/s/ Erma R. Koslo
-----------------
Notary Public
