UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
SCHEDULE 13D
Under the Securities Exchange Act of 1934
APPLE ORTHODONTIX, INC.
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(Name of Issuer)
Class A Common Stock, $0.001 Par Value
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(Title of Class of Securities)
037849-10-6
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(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
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(Name, Address and Telephone Number of Person Authorized to Receive Notices and
Communications)
May 22, 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.) [ X ]
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. 037849-10-6 PAGE 2 OF 9 PAGES
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1 Name of Reporting Person
S.S. or I.R.S. Identification No. of Above Person Joel M. Greenblatt
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2 Check the Appropriate Box if a Member of a Group* (a) |_|
(b) |X|
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3 SEC Use Only
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4 Source of Funds* AF
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5 Check Box if Disclosure of Legal Proceeding is Required Pursuant to Items 2
(d) or 2(e) |_|
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6 Citizenship or Place of Organization USA
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Number of 7 Sole Voting Power 0
Shares ___________________________________________________________
Beneficially 8 Shared Voting Power 350,000
Owned by ___________________________________________________________
Each 9 Sole Dispositive Power 0
Reporting ___________________________________________________________
Person With 10 Shared Dispositive Power 350,000
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11 Aggregate Amount Beneficially Owned by Each Reporting Person 350,000
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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) 5.5%
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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. 037849-10-6 PAGE 3 OF 9 PAGES
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1 Name of Reporting Person
S.S. or I.R.S. Identification No. of Above Person Daniel L. Nir
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2 Check the Appropriate Box if a Member of a Group* (a) |_|
(b) |X|
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3 SEC Use Only
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4 Source of Funds* AF
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5 Check Box if Disclosure of Legal Proceeding is Required Pursuant to Items 2
(d) or 2(e) |_|
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6 Citizenship or Place of Organization USA
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Number of 7 Sole Voting Power 0
Shares ___________________________________________________________
Beneficially 8 Shared Voting Power 350,000
Owned by ___________________________________________________________
Each 9 Sole Dispositive Power 0
Reporting ___________________________________________________________
Person With 10 Shared Dispositive Power 350,000
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11 Aggregate Amount Beneficially Owned by Each Reporting Person 350,000
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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) 5.5%
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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. 037849-10-6 PAGE 4 OF 9 PAGES
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ITEM 1. SECURITY AND ISSUER
Securities acquired: Class A Common Stock ("Common Stock"), $0.001 par
value
Issuer: Apple Orthodontix, Inc.
One West Loop South
Suite 100
Houston, TX 77027
ITEM 2. IDENTITY AND BACKGROUND
(a) This Schedule is being filed jointly by Joel M. Greenblatt and
Daniel L. Nir (hereinafter sometimes collectively referred to as the "Reporting
Persons") in their capacities as controlling persons of the following entities:
(i)Alfred Partners, L.L.C., a Delaware limited liability company ("Alfred
LLC"); and
(ii) Gotham Capital III, L.P., a Delaware limited partnership ("Gotham
III").
(b), (c) and (f) Each of the Reporting Persons and other entities
described above has a business address of 100 Jericho Quadrangle, Suite 212,
Jericho, New York 11753.
Joel M. Greenblatt and Daniel L. Nir are each United States citizens
residing in the State of New York whose principal occupations are as General
Partners of Gotham III and Managing Members of Alfred LLC.
Gotham III is a privately owned investment partnership which is in the
business of purchasing, for investment and trading purposes, securities and
other financial instruments.
Alfred LLC is a privately owned Delaware limited liability company the
principal business of which is to invest in securities and other financial
instruments and to act as General Partner of Alfred Partners, L.P., an affiliate
of Gotham III.
(d) No events have occurred which would be required to be reported
under the provisions of this Item.
(e) No events have occurred which would be required to be reported
under the provisions of this Item.
ITEM 3. SOURCE AND AMOUNT OF FUNDS
The source of the funds used by each of Messrs. Greenblatt and Nir to
purchase securities of the Issuer on behalf of Gotham III and Alfred LLC was
working capital and margin borrowing through Speer Leeds and Kellogg. The
approximate aggregate amounts of funds of Gotham III and Alfred LLC used to
purchase such securities were $1,617,000 and $833,000, respectively (exclusive
of commissions and other expenses). The portion of such funds provided by margin
borrowing is not readily determinable and varies from time to time as a result
of varying margin account availability and unrelated ongoing transactions in
such accounts. Working capital was provided by capital contributions of partners
and internally generated funds.
CUSIP NO. 037849-10-6 PAGE 5 OF 9 PAGES
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ITEM 4. PURPOSE OF THE TRANSACTION
For each of the Reporting Persons, the purpose of the acquisition of
securities of the Issuer is investment. Except as otherwise set forth below,
neither of the Reporting Persons nor any of the entities controlled thereby have
any current plans or proposals which would result in any of the following:
1) acquisition by any person of additional securities of the Issuer, or
the disposition of securities of the Issuer except for open market or
privately negotiated purchases or sales of the Issuer's securities at
times and prices determined by the investment objectives of each of the
Reporting Persons;
2) any extraordinary corporate transaction, such as a merger,
reorganization or liquidation, involving the Issuer or any of its
subsidiaries;
3) any sale or transfer of a material amount of assets of the Issuer or
any of its subsidiaries;
4) any change in the present board of directors or managers of the Issuer;
5) any material change in the present capitalization or dividend policy of
the Issuer;
6) any other material change in the Issuer's business or corporate
structure;
7) any change in the Issuer's charter, by-laws or instruments
corresponding thereto or other actions which may impede the acquisition
of control of the Issuer by any person;
8) causing a class of securities of the Issuer to be delisted from a
national securities exchange;
9) causing a class of securities of the Issuer to become eligible for
termination of registration pursuant to Section 12(g)(4) of the
Securities Exchange Act of 1934; or
10) any action similar to any of those enumerated above.
ITEM 5. INTEREST IN SECURITIES OF THE ISSUER
(a) The beneficial ownership by each of Joel M. Greenblatt and Daniel
L. Nir of Common Stock of the Issuer as of the date hereof is as follows:
<TABLE>
<CAPTION>
No. of Shares Deemed Nature of Ownership Percentage of Class
to be Beneficially Owned:
<S> <C> <C>
119,000 The record ownership and 1.87%
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.
</TABLE>
CUSIP NO. 037849-10-6 PAGE 6 OF 9 PAGES
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<TABLE>
<CAPTION>
No. of Shares Deemed Nature of Ownership Percentage of Class
to be Beneficially Owned:
<S> <C> <C>
231,000 The record ownership and 3.63%
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.
============== ===============
350,000 5.5%
</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 described above, Joel M. Greenblatt may be deemed to be the
beneficial owner of 350,000 shares (5.5%) of the Common Stock of the Issuer.
Joel M. Greenblatt does not beneficially own any shares of Common Stock of the
Issuer other than through his interests as a general partner or managing member
as aforesaid, and he does not have exclusive voting or dispositive power over
any such shares.
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 described above, Daniel L. Nir may be deemed to be the beneficial
owner of 350,000 shares (5.5%) of the Common Stock of the Issuer. Daniel L. Nir
does not beneficially own any shares of the Common Stock of Issuer other than
through his interests as a general partner or managing member as aforesaid, and
he does not have exclusive voting or dispositive power over any such shares.
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 information in the Issuer's final Prospectus dated
May 22, 1997, and other information obtained from the Issuer on May 30, 1997
indicating that there are 6,376,483 shares of Common Stock of the Issuer
outstanding.
(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
350,000 shares (5.5%) of the Common Stock of the Issuer beneficially owned in
the aggregate by Gotham III and Alfred LLC.
CUSIP NO. 037849-10-6 PAGE 7 OF 9 PAGES
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(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):
Reporting Person Date No. of Shares Price per Share Total
- ---------------- ---- ------------- --------------- -----
Alfred LLC 5/22/97 119,000 7.00 $833,000
Gotham III 5/22/97 231,000 7.00 $1,617,000
(d) Not Applicable.
(e) Not Applicable.
ITEM 6. CONTRACTS, ARRANGEMENTS, UNDERSTANDINGS AND RELATIONSHIPS WITH RESPECT
TO SECURITIES OF THE ISSUER
Not Applicable.
ITEM 7. MATERIAL TO BE FILED AS EXHIBITS
Exhibit A. Agreement of Joint Filing
CUSIP NO. 037849-10-6 PAGE 8 OF 9 PAGES
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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
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Joel M. Greenblatt
/s/ Daniel L. Nir
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Daniel L. Nir
Date: June 2, 1997
CUSIP NO. 037849-10-6 PAGE 9 OF 9 PAGES
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EXHIBIT A
AGREEMENT OF JOINT FILING
APPLE ORTHODONTIX, INC.
CLASS A COMMON STOCK, $0.001 PAR VALUE
In accordance with Rule 13D-1(f) under the Securities Exchange Act of
1934, as amended, the undersigned hereby confirm the agreement by and among them
to the joint filing on behalf of each of them of a Statement on Schedule 13D,
and any and all amendments thereto, with respect to the above-referenced
securities and that this Agreement be included as an Exhibit to such filing.
This Agreement may be executed in any number of counterparts each of
which shall be deemed to be an original and all of which together shall be
deemed to constitute one and the same Agreement.
WITNESS WHEREOF, the undersigned hereby execute this Agreement on this
2nd day of June, 1997.
/s/ Daniel L. Nir
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Daniel L. Nir
/s/ Joel M. Greenblatt
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Joel M. Greenblatt
