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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
SCHEDULE 13D
(RULE 13d-101)
UNDER THE SECURITIES EXCHANGE ACT OF 1934
(AMENDMENT NO. __)*
FPA MEDICAL MANAGEMENT, INC.
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(Name of Issuer)
Common Stock, $0.002 par value per share
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(Title of Class of Securities)
302543-10-3
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(CUSIP Number)
Leonardo Berezovsky, M.D.
1036 Summit Dr.
Beverly Hills, California 90210
(310) 274-5875
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(Name, Address and Telephone Number of Person Authorized
to Receive Notices and Communications)
March 17, 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 / /.
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.
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*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 ("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
CUSIP No. 302543-10-3 Page 2 of 5 Pages
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1 NAME OF REPORTING PERSON
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
Leonardo Berezovsky, M.D.
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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*
SC
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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 OF 7 SOLE VOTING POWER
SHARES
BENEFICIALLY 1,649,920
OWNED BY ---------------------------------------------------------
EACH
REPORTING 8 SHARED VOTING POWER
PERSON WITH
0
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9 SOLE DISPOSITIVE POWER
1,649,920
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10 SHARED DISPOSITIVE POWER
0
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11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
1,649,920
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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)
5.4%
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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.
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ITEM 1. SECURITY AND ISSUER
This Statement relates to the common stock, par value $0.002 per share ("Common
Stock"), of FPA Medical Management, Inc., a Delaware corporation (the "Issuer").
The address of the principal executive office of the Issuer is 3636 Nobel Drive,
Suite 200, San Diego, California 92122.
ITEM 2. IDENTITY AND BACKGROUND
(a)-(c) & (f)
This Statement is filed on behalf of Leonardo Berezovsky, M.D., 1036 Summit Dr.,
Beverly Hills, California 90210. Dr. Berezovsky is currently self-employed.
The address of his professional corporation is 11411 Brookshire Avenue, Suite
403, Downey, California 90241. Dr. Berezovsky is a citizen of the United States
of America.
(d)-(e)
During the last five years, Dr. Berezovsky has been neither (i) convicted in a
criminal proceeding (excluding traffic violations or similar misdemeanors), nor
(ii) a party to a civil proceeding of a judicial or administrative body of
competent jurisdiction and as a result of such proceedings was or is subject to
a judgment, decree or final order enjoining 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. SOURCE AND AMOUNT OF FUNDS OR OTHER CONSIDERATION
On March 17, 1997, AHI Healthcare Systems, Inc., a Delaware corporation ("AHI")
was merged with and into a subsidiary of the Issuer (the "Merger"). Prior to
the Merger, AHI was a public company listed on the NASDAQ National Market and
Dr. Beresovsky held approximately 4,219,746 shares of AHI common stock. In
connection with the Merger, each outstanding share of AHI common stock was
converted into 0.391 shares of the Issuer's Common Stock. As a result of the
merger, Dr. Berezovsky's AHI common stock was converted into 1,649,920 shares of
the Issuer's Common Stock.
ITEM 4. PURPOSE OF TRANSACTION
The shares of Common Stock were acquired on March 17, 1997 pursuant to the
Merger discussed in Item 3 above. The Merger Agreement precludes Dr. Berezovsky
from selling shares of Common Stock until the publication of the combined
results of operations of the parties to the Merger for a period of the first 30
days of combined operations, which shall be no later than May 16, 1997.
Following such date, Dr. Berezovsky may sell some or all of his holdings of
Common Stock, subject to market conditions and applicable securities laws.
ITEM 5. INTEREST AND SECURITIES OF THE ISSUER
(a) As of the date of this Schedule 13D, Dr. Berezovsky owns 1,649,920 shares
of the Issuer's Common Stock which is approximately 5.4% of the outstanding
shares of the Issuer's Common Stock.
(b) Not applicable.
(c) Except for the Merger discussed in Item 3 above, Dr. Berezovsky has not
effected transactions involving the shares of the Issuer's Common Stock during
the last 60 days.
(d) None.
(e) Not applicable.
ITEM 6. CONTRACTS, ARRANGEMENTS, UNDERSTANDINGS OR RELATIONSHIPS WITH RESPECT
TO SECURITIES OF THE ISSUER
In connection with the closing of the Merger, Dr. Berezovsky and the Issuer
entered into a registration rights agreement (the "Registration Rights
Agreement"). The registration rights agreement provides that if, during the
three month period following May 16, 1997 (the "Reporting Date"), Dr. Beresovsky
was or would have been unable to sell at least 850,000 shares of Issuer Common
Stock received in the Merger in accordance with Rule 144 promulgated under the
Securities Act of 1933, as amended (the "Act"), the Issuer will use its best
efforts to file a registration statement with the Securities and Exchange
Commission (the "SEC") to register on behalf of Dr. Berezovsky a number of
shares of Issuer Common Stock received in the Merger equal to three (3) times
the amount by which 850,000 exceeds the number of shares Dr. Berezovsky sold, or
would have been able to sell, under Rule 144
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during such three-month period. Additionally, the Registration Rights Agreement
provides that if, in the event no registration statement was filed at the end of
the initial three-month period for Dr. Berezovsky and, during the six-month
period following the Reporting Date, Dr. Berezovsky was or would have been
unable to sell at least 1,700,000 shares of Issuer Common Stock received in the
Merger in accordance with Rule 144, the Issuer will use its best efforts to file
a registration statement with the SEC to register on behalf of Dr. Berezovsky a
number of shares of Issuer Common Stock equal to two (2) times the amount by
which 1,700,000 exceeds the number of shares Dr. Berezovsky sold, or would have
been able to sell, under Rule 144 during such six-month period.
ITEM 7. MATERIAL TO BE FILED AS EXHIBITS
The Registration Rights Agreement entered into by Dr. Berezovsky and the Issuer,
discussed in Item 6 above, is attached hereto as Exhibit 1 to this Schedule 13D.
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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.
Dated as of this 26th day of March, 1997.
By: /s/ Leonardo Berezovsky
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Leonardo Berezovsky, M.D.,
an individual
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EXHIBIT INDEX
EXHIBIT NUMBER DESCRIPTION
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1 Registration Rights Agreement dated as of March 17, 1997 between
the Issuer and Leonardo Berezovsky, M.D., Jose Spiwak, M.D.,
and Kaushal Tamboli, M.D.
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REGISTRATION RIGHTS AGREEMENT
THIS AGREEMENT is made as of March 17, 1997, between FPA Medical
Management, Inc., a Delaware corporation (the "Company"), and Leonardo
Berezovsky, M.D., an individual, Jose Spiwak, M.D., an individual, and Kaushal
Tamboli, M.D., an individual. (The individual parties to this Agreement are each
referred to herein as a "Stockholder," and collectively as the "Stockholders.")
Pursuant to an Agreement and Plan of Merger dated as of November 8,
1996, as amended by Amendment No. 1 to Agreement and Plan of Merger dated as
of February 5, 1997, by and among the Company, FPA Acquisition Corp., a
wholly owned subsidiary of FPA, and AHI Healthcare Systems, Inc. (the "Merger
Agreement"), the Company has agreed to provide to the Stockholders the
registration rights set forth in this Agreement with respect to the Parent
Common Stock (as defined in the Merger Agreement) to be received by the
Stockholders in connection with the transactions contemplated under the
Merger Agreement (the "Registrable Securities").
Unless otherwise stated herein, capitalized terms contained herein
have the meanings set forth in the Merger Agreement.
The parties hereto intending to be legally bound agree as follows:
1. DEMAND REGISTRATION.
(a) REQUESTS FOR REGISTRATION. If any Stockholder was or would have
been unable to sell at least 850,000 shares of the Registrable Securities in
accordance with the provisions of Rule 144 promulgated under the Securities Act
of 1933, as amended (the "Securities Act"), during the three (3) month period
beginning on the date of publication of the Combined Results (as contemplated in
Section 6.11 of the Merger Agreement) (the "Initial Measurement Period"), then
within thirty (30) days after the expiration of the Initial Measurement Period,
such Stockholder may request registration under the Securities Act of a number
of Registrable Securities not to exceed three (3) times the amount by which
850,000 exceeds the number of shares such Stockholder sold, or would have been
able to sell under Rule 144 during the Initial Measurement Period (the "Initial
Registrable Amount"). Additionally, in the event no registration statement was
filed with respect to the Initial Measurement Period, if any Stockholder was or
would have been unable to sell at least 1,700,000 shares of the Registrable
Securities in accordance with the provisions of Rule 144 during the six (6)
month period beginning on the date of publication of the Combined Results (the
"Extended Measurement Period"), then within thirty (30) days after the
expiration of the
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Extended Measurement Period, such Stockholder may request registration under the
Securities Act of a number of Registrable Securities not to exceed two (2) times
the amount by which 1,700,000 exceeds the number of shares such Stockholder
sold, or would have been able to sell under Rule 144 during the Extended
Measurement Period (the "Extended Registrable Amount").
(b) Within fifteen (15) days after receipt of any request made
pursuant to subsection (a) (a "Demand Notice"), the Company will give written
notice of such Demand Notice to all other Stockholders. With respect to any
Stockholder from whom the Company has received a written request for inclusion
in the registration within fifteen (15) days after the receipt of the Company's
notice, the Company will include in the registration the number of shares of
Registrable Securities requested to be included, not to exceed the Initial
Registrable Amount or the Extended Registrable Amount, as applicable.
(c) REGISTRATION EXPENSES. The Company will pay all Registration
Expenses (as set forth in Section 3 hereof) for the registration.
(d) RESTRICTIONS ON THE REGISTRATION.
(i) On one occasion the Company may postpone for up to
six months the filing or the effectiveness of a registration statement for
the registration if the Company determines that such registration would, in
the Company's reasonable discretion, have a material adverse effect on any
proposal or plan by the Company or any of its subsidiaries; provided that in
such event, the Stockholders initially requesting such registration will be
entitled to withdraw such request, such registration will not count as the
permitted registration hereunder and the Company will pay all Registration
Expenses in connection with such registration.
(ii) In no event shall the Company be obligated to file more
than one registration statement pursuant to the terms of this Agreement.
(iii) The rights granted pursuant to Section 1 of this
Agreement shall be subject and subordinate to the terms of and registration
rights granted under the Registration Rights Agreement dated as of November 29,
1996 by and among the Company and Foundation Health Corporation, the
Registration Rights Agreement dated as of June 21, 1996 between the Company and
Physician's Health Corporation of America, and outstanding registration rights
granted by the Company prior to the date of the Merger Agreement for an
aggregate of not more than 100,000 shares of FPA Common Stock.
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(iv) Except as provided in subsection (iii), the terms of
any registration rights granted by the Company to any person or entity following
the date of the Merger Agreement shall be subject and subordinate to the terms
of any registration rights granted pursuant to Section 1 of this Agreement.
2. REGISTRATION PROCEDURES. Whenever the Stockholders have requested
that any Registrable Securities be registered pursuant to this Agreement, the
Company will use its best efforts to effect the registration and the sale of
such Registrable Securities in accordance with the intended method of
disposition thereof, and pursuant thereto the Company will as expeditiously as
possible:
(a) prepare and file with the SEC a registration statement with
respect to such Registrable Securities within 45 days after receipt of the
Demand Notice and use its best efforts to cause such registration statement to
become effective as soon as possible after filing, PROVIDED that no such
registration statement will be filed by the Company until counsel for the
Stockholders shall have had a reasonable opportunity to review the same and no
amendment to any such registration statement naming such Stockholders as selling
stockholders shall be filed with the SEC until such Stockholders shall have had
at least three days to review such registration statement as originally filed
and theretofore amended, to approve or disapprove any portion of such
registration statement describing or referring to such Stockholders;
(b) prepare and file with the SEC such amendments and supplements to
such registration statement and the prospectus used in connection therewith as
may be necessary to keep such registration statement effective for a period of
not less than 180 days and comply with the provisions of the Securities Act with
respect to the disposition of all securities covered by such registration
statement during such period in accordance with the intended methods of
disposition by the Stockholders set forth in such registration statement;
(c) furnish to each Stockholder such number of copies of such
registration statement, each amendment and supplement thereto, the prospectus
included in such registration statement (including each preliminary prospectus)
and such other documents as such seller may reasonably request in order to
facilitate the disposition of the Registrable Securities owned by such
Stockholder;
(d) use its best efforts to register or qualify the securities
covered by such registration statement under such other securities or blue sky
laws of such jurisdictions as each Stockholder shall request, except that the
Company shall not for
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any such purpose be required to qualify to do business as a foreign corporation
in any jurisdiction wherein it is not so qualified or to file therein any
general consent to service;
(e) in the event of the issuance of any stop order suspending the
effectiveness of any registration statement or of any order suspending or
preventing the use or any prospectus or suspending the qualification of any
shares for sale in any jurisdiction, use its best efforts promptly to obtain its
withdrawal; and
(f) list such securities on any securities exchange or market on
which any stock of the Company is then listed, if the listing of such securities
is then permitted under the rules of such exchange or market.
3. REGISTRATION EXPENSES. All expenses incident to the Company's
performance of or compliance with this Agreement, including without limitation
all registration and filing fees, fees and expenses of compliance with
securities or blue sky laws, printing expenses, messenger and delivery expenses,
and fees and disbursements of counsel for the Company and all independent
certified public accountants, underwriters (excluding discounts and commissions)
and other persons retained by the Company (all such expenses being herein called
"Registration Expenses"), will be borne by the Company. Each Stockholder will,
however, bear the fees of such Stockholder's own counsel and any transfer taxes
and underwriting discounts or commissions applicable to the Registrable
Securities sold by such Stockholder.
4. INDEMNIFICATION.
(a) The Company agrees to indemnify, to the extent permitted by law,
each Stockholder against all losses, claims, damages, liabilities and expenses
caused by any untrue or alleged untrue statement of material fact contained in
any registration statement, prospectus or preliminary prospectus or any
amendment thereof or supplement thereto or any omission or alleged ommission of
a material fact required to be stated therein or necessary to make the
statements therein not misleading, except insofar as the same are caused by or
contained in any information furnished in writing to the Company by such
Stockholder for use therein or by such Stockholder's failure to deliver a copy
of the registration statement or prospectus or any amendments or supplements
thereto after the Company has furnished such Stockholder with a sufficient
number of copies of the same.
(b) In connection with any registration statement in which a
Stockholder in participating, each such Stockholder will furnish to the Company
in writing such information and affidavits as the Company reasonably requests
for use in connection with any
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such registration statement or prospectus and, to the extent permitted by
law, will indemnify the Company, its directors and officers and each person
who controls the Company (within the meaning of the Securities Act) against
any losses, claims, damages, liabilities and expenses resulting from any
untrue or alleged untrue statement of material fact contained in the
registration statement, prospectus or preliminary prospectus or any amendment
thereof or supplement thereto or any omission or alleged omission of a
material fact required to be stated therein or necessary to make the
statements therein not misleading, but only to the extent that such
untrue statement or omission is contained in any information or affidavit so
furnished in writing by such Stockholder; provided that the obligation to
indemnify will be individual to each Stockholder and will be limited to the
net amount of proceeds received by such Stockholder from the sale of
Registrable Securities pursuant to such registration statement.
(c) Any person entitled to indemnification hereunder will (i) give
prompt written notice to the indemnifying party of any claim with respect to
which it seeks indemnification and (ii) unless in such indemnified party's
reasonable judgment a conflict of interest between such indemnified and
indemnifying parties may exist with respect to such claim, permit such
indemnifying party to assume the defense of such claim with counsel
reasonably satisfactory to the indemnified party. If such defense is assumed,
the indemnifying party will not be subject to any liability for any
settlement made by the indemnified party without its consent (but such
consent will not be unreasonably withheld). An indemnifying party who is not
entitled to, or elects not to, assume the defense of a claim will not be
obligated to pay the fees and expenses of more than one counsel for all
parties indemnified by such indemnifying party with respect to such claim,
unless in the reasonable judgement of any indemnified party a conflict of
interest may exist between such indemnified party and any other of such
indemnified parties with respect to such claim.
(d) The indemnification provided for under this Agreement will
remain in full force and effect regardless of any investigation made by or on
behalf of the indemnified party or any officer, director or controlling
person of such indemnified party and will survive the transfer of securities.
The Company also agrees to make such provisions as are reasonably requested
by any indemnified party for contribution to such party in the event the
Company's indemnification is unavailable for any reason.
5. PARTICIPATION IN REGISTRATIONS. No Stockholder may participate
in any registration hereunder unless such person completes and executes all
questionnaires, powers of attorney and other documents, and furnishes all
information to the Company as is necessary to effect such registration.
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6. MISCELLANEOUS.
(a) REMEDIES. Any person having rights under any provision of this
Agreement will be entitled to enforce such rights specifically to recover
damages caused by reason of any breach of any provision of this Agreement and
to exercise all other rights granted by law. The parties hereto agree and
acknowledge that money damages may not be an adequate remedy for any breach
of the provisions of this Agreement and that any party may in its sole
discretion apply to any court of law or equity of competent jurisdiction
(without posting any bond or other security) for specific performance and for
other injunctive relief in order to enforce or prevent violation of the
provisions of this Agreement.
(b) AMENDMENTS AND WAIVERS. Except as otherwise provided herein,
the provisions of this Agreement may be amended or waived only upon the prior
written consent of the Company and each of the Stockholders.
(c) SUCCESSORS AND ASSIGNS. This Agreement shall be binding upon
and inure to the benefit of the parties and their executors, administrators,
personal representatives, heirs, successors and assigns. Notwithstanding the
foregoing, the provisions of this Agreement which are for the benefit of
Stockholders are non-transferable, except with the prior written consent of
the Company.
(d) SEVERABILITY. Whenever possible, each provision of this
Agreement will be interpreted in such manner as to be effective and valid
under applicable law, but if any provision of this Agreement is held to be
prohibited by or invalid under applicable law, such provision will be
ineffective only to the extent of such prohibition or invalidity, without
invalidating the remainder of this Agreement.
(e) COUNTERPARTS. This Agreement may be executed simultaneously in
two or more counterparts, any one of which need not contain the signatures of
more than one party, but all such counterparts taken together will constitute
one and the same Agreement.
(f) DESCRIPTIVE HEADINGS. The descriptive headings of this
Agreement are inserted for convenience only and do not constitute a part of
this Agreement.
(g) GOVERNING LAW. The corporate law of the State of Delaware will
govern all issues concerning the relative rights of the Company and its
stockholders. All other questions concerning the construction, validity and
interpretation of this Agreement and the exhibits and schedules hereto will
be governed by the internal law, and not the law of conflicts, of the State
of Pennsylvania.
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(h) NOTICES. All notices, demands or other communications to be
given or delivered under or by reason of the provisions of this Agreement
shall be in writing and shall be deemed to have been given when (i) delivered
personally to the recipient, (ii) sent to the recipient by reputable express
courier service (charges prepaid), (iii) mailed to the recipient by certified
or registered mail, return receipt requested and postage prepaid or (iv)
delivered by facsimile transmission to a Stockholder at the facsimile number
set forth on the signature page of this Agreement and to the Company at the
facsimile number set forth in this Section. Such notices, demands and other
communications will be sent to each Stockholder at the address indicated on
the signature page of this Agreement or to such other address or to the
attention of such other person as the recipient party has specified by prior
written notice to the sending party. Notices to the Company shall be sent to
the attention of James A. Lebovitz, at 3636 Nobel Drive, Suite 200, San
Diego, California 92122, or by facsimile at (619) 453-1941.
(i) ATTORNEYS' FEES. In any action or proceeding brought to enforce
any provision of this Agreement, or where any provision hereof is validly
asserted as a defense, the successful party shall be entitled to recover
reasonable attorneys' fees (including any fees incurred in any appeal) in
addition to its costs and expenses and any other available remedy.
* * * * *
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IN WITNESS WHEREOF, the parties have executed this Agreement as of
the date first written above.
FPA MEDICAL MANAGEMENT, INC.
By: /s/ James A. Lebovitz
-------------------------------------
Name: James A. Lebovitz
--------------------------------
Its: Senior Vice President,
--------------------------------
General Counsel and Secretary
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LEONARDO BEREZOVSKY, M.D.
Address: -------------------------------
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JOSE SPIWAK, M.D.
Address: -------------------------------
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KAUSHAL TAMBOLI, M.D.
Address: -------------------------------
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IN WITNESS WHEREOF, the parties have executed this Agreement as of
the date first written above.
FPA MEDICAL MANAGEMENT, INC.
By: ------------------------------------
Name: ----------------------------------
Its: ----------------------------------
/s/ Leonardo Berezovsky
----------------------------------------
LEONARDO BEREZOVSKY, M.D.
Address: -------------------------------
----------------------------------------
----------------------------------------
/s/ Jose Spiwak
----------------------------------------
JOSE SPIWAK, M.D.
Address: -------------------------------
----------------------------------------
----------------------------------------
/s/ Kausmal Tamboli
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KAUSHAL TAMBOLI, M.D.
Address: -------------------------------
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