UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13D
Under the Securities Exchange Act of 1934
(Amendment No. 2)*
MEDICUS SYSTEMS CORPORATION
(Name of Issuer)
COMMON STOCK, $0.01 PAR VALUE
(Title of Class of Securities)
58469K 10 7
(CUSIP Number)
Hollybank Investments, LP
One Financial Center, Suite 1600
Boston, Massachusetts 02111
(617) 526-8963
(Name, Address and Telephone Number of Person
Authorized to Receive Notices and Communications)
February 27, 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 o.
Check the following box if a fee is being paid with the statement o. (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.
* 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).
<PAGE>
SCHEDULE 13D
CUSIP No. 58469K 10 7 Page 2 of 10 Pages
- --------------------- ------------------
1 NAME OF REPORTING PERSON
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
Hollybank Investments, LP
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (a) |_|
(b) |X|
3 SEC USE ONLY
4 SOURCE OF FUNDS*
WC
5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT
TO ITEMS 2(d) OR 2(e) |_|
6 CITIZENSHIP OR PLACE OF ORGANIZATION
Delaware
7 SOLE VOTING POWER
NUMBER OF
SHARES 509,778
BENEFICIALLY
OWNED BY 8 SHARED VOTING POWER
EACH
REPORTING None
PERSON 9 SOLE DISPOSITIVE POWER
509,778
10 SHARED DISPOSITIVE POWER
None
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
509,778
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN
SHARES* |_|
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
7.9%
14 TYPE OF REPORTING PERSON*
PN
*SEE INSTRUCTIONS BEFORE FILLING OUT!
<PAGE>
SCHEDULE 13D
CUSIP No. 58469K 10 7 Page 3 of 10 Pages
- --------------------- ------------------
1 NAME OF REPORTING PERSON
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
Dorsey R. Gardner
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 States
7 SOLE VOTING POWER
NUMBER OF
SHARES 114,225** **Please refer to Item 5,
BENEFICIALLY page 5 for disclaimer of
OWNED BY beneficial ownership.
EACH 8 SHARED VOTING POWER
REPORTING
PERSON None
WITH 9 SOLE DISPOSITIVE POWER
114,225** **Please refer to Item 5,
page 5 for disclaimer of
beneficial ownership.
10 SHARED DISPOSITIVE POWER
None
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
114,225** **Please refer to Item 5, page 5 for disclaimer of
beneficial ownership.
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN
SHARES* |_|
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
1.8%** **Please refer to Item 5, page 5 for disclaimer of
beneficial ownership.
14 TYPE OF REPORTING PERSON*
IN
*SEE INSTRUCTIONS BEFORE FILLING OUT!
<PAGE>
SCHEDULE 13D
CUSIP No. 58469K 10 7 Page 4 of 10 Pages
- --------------------- ------------------
Item 1. Security and Issuer
The title of the class of equity securities to which this statement
relates is the Common Stock, par value $0.01 per share (the "Shares"), of
Medicus Systems Corporation, a Delaware corporation (the "Company"). The address
of the Company's principal executive office is One Rotary Center, Suite 1111,
Evanston, Illinois, 60201.
Item 2. Identity and Background
The persons filing this Statement are Hollybank Investments, LP, a
Delaware limited Partnership ("LP") and Dorsey R. Gardner, the general partner
of LP ("Gardner"). The business address of both Gardner and LP is One Financial
Center, Suite 1600, Boston, Massachusetts, 02111. LP was formed on January 14,
1994, and is authorized to conduct any business which may be legally conducted
by a limited partnership under the laws of Delaware. As of the date hereof, LP's
sole business is securities investment. During the last five years, neither
Gardner nor LP has been convicted in a criminal proceeding (excluding traffic
violations and similar misdemeanors), nor has either Gardner or LP been a party
to a civil proceeding of a judicial or administrative body of competent
jurisdiction as a result of which Gardner or LP 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
This statement relates to LP's February 27, 1997 purchase of 73,378
Shares of Medicus Systems Corporation at a per share price of $5.925 (including
the $.05/share commission) on the NASD. This purchase, when aggregated with
Gardner and LP's previously purchased Shares, gives Gardner deemed beneficial
ownership of 624,003 of the 6,477,173 outstanding Shares, thus triggering this
reporting requirement. LP used its working capital to make this and every other
Share purchase, while Gardner has used his personal funds for his purchases.
Item 4. Purpose of Transaction
LP and Gardner have purchased their respective shares strictly for the
purpose of equity security investment. Neither Gardner nor LP has any present
plans or proposals which would relate to or result in:
(a) The acquisition by any person of additional securities of the
Company, or the disposition of securities of the Company;
<PAGE>
SCHEDULE 13D
CUSIP No. 58469K 10 7 Page 5 of 10 Pages
- --------------------- ------------------
(b) An extraordinary corporate transaction, such as a merger,
reorganization or liquidation, involving the Company or any of its subsidiaries;
(c) A sale or transfer of a material amount of assets of the Company or
any of its subsidiaries;
(d) Any change in the present board of directors or management of the
Company, including any plans or proposals to change the number or term of
directors or to fill any existing vacancies on the board;
(e) Any material change in the present capitalization or dividend
policy of the Company;
(f) Any other material change in the Company's business or corporate
structure;
(g) Changes in the Company's charter, bylaws or instruments
corresponding thereto or other actions which may impede the acquisition of
control of the Company by any person;
(h) Causing a class of securities of the Company to be delisted from a
national securities exchange or to cease to be authorized to be quoted in an
inter-dealer quotation system of a registered national securities association;
(i) A class of equity securities of the Company becoming eligible for
termination of registration pursuant to Section 12(g)(4) of the Securities
Exchange Act of 1934; or
(j) Any action similar to any of those enumerated above.
Item 5. Interest in Securities of the Issuer
(a)(i) As of the date of this Statement, LP is the beneficial owner of
509,778 Shares (approximately 7.9% of the outstanding Shares as of January 10,
1997, based on information provided in the Company's 10-Q filed January 14,
1997). Gardner, as general partner of LP, may be deemed to beneficially own
Shares beneficially owned by LP. Except to the extent of his interest as a
limited partner in LP, Gardner expressly disclaims such beneficial ownership and
the filing of this statement shall not be construed as an admission that Gardner
is the beneficial owner of the Shares owned by LP and covered by this Statement.
(ii) As of the date of this Statement, Gardner beneficially owns
114,225 Shares (approximately 1.8% of the outstanding Shares as of January 10,
1997, based on information provided in the Company's 10-Q filed January 14,
1997). Except to the extent of his interest as a limited partner in LP, Gardner
expressly disclaims beneficial ownership of any Shares
<PAGE>
SCHEDULE 13D
CUSIP No. 58469K 10 7 Page 6 of 10 Pages
- --------------------- ------------------
which may be beneficially owned by LP, and the filing of this statement shall
not be construed as an admission that Gardner is the beneficial owner of such
Shares.
(b) LP has sole voting power and sole investment power with respect to
the Shares reported in (a)(i) above. Gardner has sole voting and investment
power with respect to the Shares reported in (a)(ii) above.
(c)(i) LP has, during the past 60 days, effected the following Share
purchases:
DATE SHARES PURCHASED PRICE PER SHARE
01/02/97 10,000 Shares $5.050
02/27/97 73,378 Shares $5.925
These purchases, accomplished via NASDAQ market trades, were effected strictly
as security investments. As a result of these purchases, LP is the beneficial
owner of the 509,778 Shares referenced in (a)(i) above.
(ii) Gardner has, during the past 60 days, effected the following
Share purchases:
DATE SHARES PURCHASED PRICE PER SHARE
12/30/96 17,000 Shares $4.675
02/07/97 9,000 Shares $6.060
02/24/97 2,725 Shares $6.275
02/27/97 10,000 Shares $5.935
These purchases, accomplished via NASDAQ market trades, were effected strictly
as security investments. As a result of these purchases, Gardner is the
beneficial owner of the 114,225 Shares referenced in (a)(ii) above.
(d) No other person is known to have the right to receive or the power
to direct the receipt of dividends from, or the proceeds from the sale of,
Shares reported on this Statement.
Item 6. Contracts, Arrangements, Understandings or Relationships
with Respect to Securities of the Issuer
There are no contracts, arrangements, understandings or relationships
(legal or otherwise) between LP or Gardner and any other person with respect to
any securities of the
<PAGE>
SCHEDULE 13D
CUSIP No. 58469K 10 7 Page 7 of 10 Pages
- --------------------- ------------------
Company, including, but not limited to, transfer or voting of any of the
securities, finder's fees, joint ventures, loan or option arrangements, puts or
calls, guarantees of profits, division of profits or loss, or the giving or
withholding of proxies.
Item 7. Material to Be Filed as Exhibits
The following document is filed herewith as an exhibit to this
statement:
(a) Joint Filing Agreement
<PAGE>
SCHEDULE 13D
CUSIP No. 58469K 10 7 Page 8 of 10 Pages
- --------------------- ------------------
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.
HOLLYBANK INVESTMENTS, LP
By: /s/Dorsey R. Gardner
------------------------
Dorsey R. Gardner
General Partner
/s/Dorsey R. Gardner
---------------------------
Dorsey R. Gardner
Date: 2/28/97
<PAGE>
SCHEDULE 13D
CUSIP No. 58469K 10 7 Page 9 of 10 Pages
- --------------------- ------------------
EXHIBIT INDEX
Exhibit Page
------- ----
1. Joint Filing Agreement 10
Exhibit 99.1
AGREEMENT
Pursuant to Rule 13d-1(f)(1) under the Securities Exchange Act of 1934,
the undersigned hereby agree that only one statement containing the information
required by Schedule 13D (or any amendment thereof) need be filed on their
behalf with respect to the beneficial ownership of any equity securities of
Medicus Systems Corporation or any subsequent acquisitions or dispositions of
equity securities of Medicus Systems Corporation by any of the undersigned.
Date: 2/28/97
HOLLYBANK INVESTMENTS, LP
By: /s/Dorsey R. Gardner
--------------------------------
Dorsey R. Gardner
General Partner
/s/Dorsey R. Gardner
------------------------------------
Dorsey R. Gardner
