UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
SCHEDULE 13D
Under the Securities Exchange Act of 1934
Amendment No. 2
TALBERT MEDICAL MANAGEMENT HOLDINGS CORPORATION
- ------------------------------------------------------------------------------
(Name of Issuer)
Common Stock, No Par Value
- ------------------------------------------------------------------------------
(Title of Class of Securities)
874121-10-6
---------------------------------------------
(CUSIP Number)
Bruce Berkowitz
100 Jericho Quadrangle
Suite 212
Jericho, New York 11753
(212) 319-4100
-with copies to-
Joseph F. Mazzella, Esq.
Lane Altman & Owens LLP
101 Federal Street
Boston, Massachusetts 02110
(617) 345-9800
- --------------------------------------------------------------------------------
(Name, Address and Telephone Number of Person Authorized to Receive Notices and
Communications)
June 10, 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 [ ].
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 13-d(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).
SCHEDULE 13D
CUSIP NO. 874121-10-6 PAGE 2 OF 9 PAGES
---------------------------- ------- -------
1 Name of Reporting Person
S.S. or I.R.S. Identification No. of Above Person Joel M. Greenblatt
- --------------------------------------------------------------------------------
2 Check the Appropriate Box if a Member of a Group* (a) |_|
(b) |X|
- --------------------------------------------------------------------------------
3 SEC Use Only
- --------------------------------------------------------------------------------
4 Source of Funds* AF, PF
- --------------------------------------------------------------------------------
5 Check Box if Disclosure of Legal Proceeding is Required Pursuant to Items
2(d) or 2(e) |_|
- --------------------------------------------------------------------------------
6 Citizenship or Place of Organization USA
- --------------------------------------------------------------------------------
Number of 7 Sole Voting Power 111,797
Shares -----------------------------------------------------------
Beneficially 8 Shared Voting Power 115,955
Owned by -----------------------------------------------------------
Each 9 Sole Dispositive Power 111,797
Reporting -----------------------------------------------------------
Person With 10 Shared Dispositive Power 115,955
- --------------------------------------------------------------------------------
11 Aggregate Amount Beneficially Owned by Each Reporting Person 227,752
- --------------------------------------------------------------------------------
12 Check Box if the Aggregate Amount in Row (11) Excludes Certain Shares* |_|
- --------------------------------------------------------------------------------
13 Percent of Class Represented by Amount in Row (11) 7.59%
- --------------------------------------------------------------------------------
14 Type of Reporting Person* IN
*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.
SCHEDULE 13D
CUSIP NO. 874121-10-6 PAGE 3 OF 9 PAGES
--------------------- ------- -------
1 Name of Reporting Person
S.S. or I.R.S. Identification No. of Above Person Daniel L. Nir
- --------------------------------------------------------------------------------
2 Check the Appropriate Box if a Member of a Group* (a) |_|
(b) |X|
- --------------------------------------------------------------------------------
3 SEC Use Only
- --------------------------------------------------------------------------------
4 Source of Funds* AF, PF
- --------------------------------------------------------------------------------
5 Check Box if Disclosure of Legal Proceeding is Required Pursuant to Items
2(d) or 2(e) |_|
- --------------------------------------------------------------------------------
6 Citizenship or Place of Organization USA
- --------------------------------------------------------------------------------
Number of 7 Sole Voting Power 12,247
Shares -----------------------------------------------------------
Beneficially 8 Shared Voting Power 115,955
Owned by -----------------------------------------------------------
Each 9 Sole Dispositive Power 12,247
Reporting -----------------------------------------------------------
Person With 10 Shared Dispositive Power 115,955
- --------------------------------------------------------------------------------
11 Aggregate Amount Beneficially Owned by Each Reporting Person 128,202
- --------------------------------------------------------------------------------
12 Check Box if the Aggregate Amount in Row (11) Excludes Certain Shares* |_|
- --------------------------------------------------------------------------------
13 Percent of Class Represented by Amount in Row (11) 4.27%
- --------------------------------------------------------------------------------
14 Type of Reporting Person* IN
*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.
CUSIP NO. 874121-10-6 PAGE 4 OF 9 PAGES
----- -------
THIS AMENDMENT NO. 2 RELATES TO THE SCHEDULE 13D FILED ON BEHALF OF THE
REPORTING PERSONS ON MAY 30, 1997, AS PREVIOUSLY AMENDED BY AMEDMENT NO. 1 FILED
ON JUNE 6, 1997. ITEM 5 OF SAID SCHEDULE 13D IS HEREBY DELETED IN ITS ENTIRETY
AND REPLACED WITH THE TEXT OF ITEM 5 SET FORTH HEREINBELOW. ITEM 7 IS MODIFIED
AS SET FORTH HEREIN. UNLESS OTHERWISE DEFINED HEREIN, ALL CAPITALIZED TERMS USED
HEREIN SHALL HAVE THE MEANING ASCRIBED TO THEM IN SAID SCHEDULE 13D.
ITEM 5. INTEREST IN SECURITIES OF THE ISSUER
(a) As a result of the disposition as of the close of business on June
10, 1997, of an aggregate 41,046 shares, which disposition was made in order to
bring the aggregate holdings of the Reporting Persons below the 8% beneficial
ownership threshold temporarily applicable under the Issuer's shareholder rights
plan, the beneficial ownership of each of the Reporting Persons is as follows:
<TABLE>
<CAPTION>
<S> <C> <C>
No. of Shares Deemed
to be Beneficially Owned: Nature of Ownership Percentage of Class
------------------------- ------------------- -------------------
53,105 The record ownership and 1.77%
economic interest in such shares is held
by Alfred LLC. Messrs. Greenblatt and Nir
are managing members of Alfred LLC and,
therefore, may be deemed to have indirect
beneficial ownership of, and shared voting
and dispositive power with respect to,
such shares.
62,850 The record ownership and 2.09%
economic interest in such shares is held
by Gotham III. Messrs. Greenblatt and Nir
are general partners of Gotham III and,
therefore, may be deemed to have indirect
beneficial ownership of, and shared voting
and dispositive power with respect to,
such shares.
111,797 The record ownership and 3.73%
economic interest in such shares
is held by Mr. Greenblatt
individually, and he has sole
voting and dispositive power
with respect thereto. Mr. Nir
disclaims beneficial ownership of
all such shares.
<PAGE>
CUSIP NO. 874121-10-6 PAGE 5 OF 9 PAGES
----- -----
No. of Shares Deemed
to be Beneficially Owned:
to be Beneficially Owned: Nature of Ownership Percentage of Class
------------------------- ------------------- -------------------
12,247 The record ownership and 0.41%
economic interest in such shares
is held by Mr. Nir individually,
and he has sole voting and
dispositive power with respect
thereto. Mr. Greenblatt disclaims
beneficial ownership of all such
shares.
============== ===============
239,999 7.99%
</TABLE>
Under Section 13(d) of the Securities and Exchange Act of 1934, as
amended, and the rules and regulations thereunder, as a result of the control
relationships and individual holdings described above, Joel M. Greenblatt may be
deemed to be the beneficial owner of 227,752 shares (7.59%) of the Common Stock
of the Issuer.
Under Section 13(d) of the Securities and Exchange Act of 1934, as
amended, and the rules and regulations thereunder, as a result of the control
relationships and individual holdings described above, Daniel L. Nir may be
deemed to be the beneficial owner of 128,202 shares (4.27%) of the Common Stock
of the Issuer.
The number of shares beneficially owned and the percentage of
outstanding shares represented thereby, for each of the Reporting Persons and
other entities, have been computed in accordance with Rule 13d-3 under the
Securities Exchange Act of 1934, as amended. The percentages of ownership
described above are based on the 3,000,000 outstanding shares of Common Stock of
the Issuer reported in the Issuer's Prospectus dated April 21, 1997, and
confirmed orally by counsel to the Issuer. It does not include common equivalent
shares resulting from options granted in September and November, 1996.
(b) Alfred LLC and Gotham III each have the sole power to vote and
dispose of the Common Stock of the Issuer beneficially owned by them. Such
voting and dispositive power may be exercised on behalf of Alfred LLC by its
Managing Members and on behalf of Gotham III by either of its general partners.
Both Joel M. Greenblatt and Daniel L. Nir are the general partners of Gotham III
and the managing members of Alfred LLC. Therefore, Joel M. Greenblatt and Daniel
L. Nir may be deemed to each have shared voting and dispositive power over the
115,955 shares (3.87%) of the Common Stock of the Issuer beneficially owned in
the aggregate by Gotham III and Alfred LLC.
CUSIP NO. 874121-10-6 PAGE 6 OF 9 PAGES
----- -------
In addition, Messrs. Greenblatt and Nir each have sole voting and
dispositive power over the 111,797 (3.73%) and 12,247 (0.41%) respectively owned
by them for their own accounts.
(c) Transactions in the securities of the Issuer reported on herein
which have been effected in the past sixty days by the Reporting Persons are as
follows (all such transactions were open market acquisitions of Common Stock or
Rights except as otherwise indicated):
<TABLE>
<CAPTION>
<S> <C> <C> <C> <C>
Reporting Date No. of Shares/ Price Per Share/ Total
Person Rights Right
----------- ------ -------------- ---------------- -----------
Alfred, LLC 4/21/97 16,500 (a) 18.4834 $304,976.10
4/21/97 11,066 (a) 21.0824 $233,297.84
4/23/97 3,000 (a) 19.8125 $59,437.50
4/24/97 500 (a) 19.8750 $9,937.50
4/24/97 1,500 (a) 19.7500 $29,625.00
5/9/97 (3,021)(b) (14.000) ($42,294.00)
5/20/97 (558)(b) (14.000) ($7,182.00)
5/20/97 28,987 (d) 21.5000 $623,220.50
5/21/97 1,700 40.2500 $68,425.00
5/21/97 2,400 41.6429 $99,942.96
5/21/97 8,500 41.0000 $348,500.00
5/22/97 1,700 41.6250 $70,762.50
5/22/97 3,300 43.5625 $143,756.25
5/28/97 2,000 44.1250 $88,250.00
5/29/97 3,647 45.2379 $164,982.62
5/30/97 600 44.7500 $26,850.00
5/30/97 2,682 44.3750 $119,013.75
6/02/97 700 45.3750 $31,762.50
6/02/97 1,000 46.0000 $46,000.00
6/02/97 5,386 45.8450 $246,921.17
6/04/97 5,100 46.8997 $239,188.47
6/05/97 4,200 46.6524 $195,940.08
6/10/97 (18,797)(f) 48.0000 ($902,256.00)
CUSIP NO. 874121-10-6 PAGE 7 OF 9 PAGES
----- -------
Reporting Date No. of Shares/ Price Per Share/ Total
Person Rights Right
Gotham III 4/21/97 40,000 (a) 18.4834 $739,336.00
4/21/97 26,863 (a) 21.0824 $566,336.51
4/23/97 7,000 (a) 19.8125 $138,687.50
4/24/97 1,000 (a) 19.8750 $19,875.00
4/24/97 3,500 (a) 19.7500 $69,125.00
5/9/97 3,021 (c) 14.0000 $42,294.00
5/16/97 (81,384)(b) (14.1250) ($1,149,549.00)
5/21/97 2,000 37.2528 $74,505.60
5/21/97 3,300 40.2500 $132,825.00
5/21/97 4,600 41.6429 $191,557.34
5/21/97 16,500 41.0000 $676,500.00
5/22/97 3,300 41.6250 $137,362.50
5/22/97 6,300 43.5625 $274,443.75
5/27/97 1,000 44.3750 $44,375.00
5/28/97 3,000 44.1250 $132,375.00
5/29/97 7,200 45.2379 $325,712.88
5/30/97 1,000 44.7500 $44,750.00
5/30/97 2,000 44.3750 $88,750.00
5/30/97 3,206 44.3750 $142,266.25
6/02/97 1,200 45.3750 $54,450.00
6/02/97 2,000 46.0000 $92,000.00
6/02/97 10,400 45.8450 $476,788.00
6/04/97 9,900 46.8997 $464,307.03
6/05/97 8,009 46.6524 $373,639.07
6/06/97 184 46.0000 $8,464.00
6/10/97 (22,249)(f) 48.0000 ($1,067,952.00)
Joel M. 5/15/97 17,800 (a) 14.0000 $249,200.00
Greenblatt 5/15/97 16,000 (a) 13.8523 $221,637.00
5/16/97 47,867 (e) 14.1250 $676,121.37
5/19/97 2,818 (a) 13.8750 $39,100.00
5/19/97 15,882 (a) 13.9769 $221,981.00
5/20/97 11,000 (a) 13.9375 $153,313.00
5/20/97 111,797 (d) 21.5000 $2,403,635.50
Daniel L. Nir 5/16/97 7,930 (e) 14.1250 $112,011.25
5/19/97 3,000 (a) 13.8750 $41,625.00
5/20/97 1,317 (a) 14.0000 $18,438.00
5/20/97 12,247 (d) 21.5000 $263,310.50
- ---------------------------
</TABLE>
(a) Acquisition of Rights to subscribe for Common Stock
(b) Distribution of Rights to partners/members
(c) Contribution of Rights from partner
(d) Shares of Common Stock acquired upon exercise of Rights
(e) Rights received as partner in distribution from partnership
(f) Open Market Sale
CUSIP NO. 874121-10-6 Page 8 of 9 Pages
----- -------
(d) Not Applicable.
(e) Not Applicable.
ITEM 7. MATERIAL TO BE FILED AS EXHIBITS
Exhibit A. Agreement of Joint Filing -- Incorporated by reference to
Exhibit A attached to the
Schedule 13D filed with the
Securities and Exchange
Commission on May 30, 1997.
CUSIP NO. 874121-10-6 Page 9 of 9 Pages
----- -------
After reasonable inquiry and to the best of our knowledge and belief, we each
certify that the information set forth in this statement is true, complete and
correct. This statement may be executed in multiple counterparts, each of which
shall be deemed an original and all of which shall constitute one (1)
instrument.
/s/ Joel M. Greenblatt
--------------------------------
Joel M. Greenblatt
/s/ Daniel L. Nir
--------------------------------
Daniel L. Nir
Date: June 13, 1997
