UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
SCHEDULE 13D
Under the Securities Exchange Act of 1934
Amendment No. 1
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)
June 4, 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 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 6 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 294,900
Owned by __________________________________________________
Each 9 Sole Dispositive Power 0
Reporting __________________________________________________
Person With 10 Shared Dispositive Power 294,900
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11 Aggregate Amount Beneficially Owned by Each Reporting Person 294,900
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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) 4.62%
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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.
SCHEDULE 13D
CUSIP No. 037849-10-6 Page 3 of 6 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) [ ]
- --------------------------------------------------------------------------------
6 Citizenship or Place of Organization USA
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Number of 7 Sole Voting Power 0
Shares __________________________________________________
Beneficially 8 Shared Voting Power 294,900
Owned by __________________________________________________
Each 9 Sole Dispositive Power 0
Reporting __________________________________________________
Person With 10 Shared Dispositive Power 294,900
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11 Aggregate Amount Beneficially Owned by Each Reporting Person 294,900
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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) 4.62%
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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.
CUSIP No. 037849-10-6 Page 4 of 6 Pages
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THIS AMENDMENT NO. 1 RELATES TO THE SCHEDULE 13D FILED ON BEHALF OF THE
REPORTING PERSONS ON JUNE 2, 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
5, 1997 of an aggregate 55,100 shares, 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 less than five percent (5%). Specifically, the beneficial ownership of
each of the Reporting Persons is as follows:
<TABLE>
<CAPTION>
No. of Shares Deemed Nature of Ownership Percentage of Class
to be Beneficially Owned: ------------------- -------------------
-------------------------
<S> <C> <C>
100,300 The record ownership and economic interest 1.57%
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.
194,600 The record ownership and economic interest 3.05%
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.
============== ===============
294,900 4.62%
</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 294,900 shares (4.62%) 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 294,900 shares (4.62%) 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.
CUSIP No. 037849-10-6 Page 5 of 6 Pages
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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
294,900 shares (4.62%) of the Common Stock of the Issuer beneficially owned in
the aggregate by Gotham III and Alfred LLC.
(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 or sales, with
sales being shown in parenthesis):
<TABLE>
<CAPTION>
Reporting Person Date No. of Shares Price per Share Total
---------------- ---- ------------- --------------- -----
<S> <C> <C> <C> <C>
Alfred LLC 5/22/97 119,000 7.0000 $833,000
6/04/97 (16,700) (12.0801) ($201,737.67)
6/05/97 (2,000) (11.2708) ($ 22,541.60)
Gotham III 5/22/97 231,000 7.0000 $1,617,000
6/04/97 (32,400) (12.0801) ($391,395.24)
6/05/97 ( 4,000) (11.2708) ($ 45,083.20)
(d) Not Applicable.
(e) Not Applicable.
</TABLE>
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 June 2, 1997.
CUSIP No. 037849-10-6 Page 6 of 6 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 6, 1997
