CUSIP NO. 874121-10-6 Page 1 of 11 Pages
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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
SCHEDULE 13D
Under the Securities Exchange Act of 1934
TALBERT MEDICAL MANAGEMENT HOLDINGS CORPORATION
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(Name of Issuer)
Common Stock, No Par Value
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(Title of Class of Securities)
874121-10-6
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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 20, 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. 874121-10-6 PAGE 2 OF 11 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, PF
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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 111,797
Shares -------------------------------------------------------------
Beneficially 8 Shared Voting Power 99,434
Owned by -------------------------------------------------------------
Each 9 Sole Dispositive Power 111,797
Reporting -------------------------------------------------------------
Person With 10 Shared Dispositive Power 99,434
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11 Aggregate Amount Beneficially Owned by Each Reporting Person 211,231
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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) 7.3%
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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. 874121-10-6 PAGE 3 OF 11 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, PF
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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 12,247
Shares -------------------------------------------------------------
Beneficially 8 Shared Voting Power 99,434
Owned by -------------------------------------------------------------
Each 9 Sole Dispositive Power 12,247
Reporting -------------------------------------------------------------
Person With 10 Shared Dispositive Power 99,434
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11 Aggregate Amount Beneficially Owned by Each Reporting Person 111,681
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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) 3.87%
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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. 874121-10-6 Page 4 of 11 Pages
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ITEM 1. SECURITY AND ISSUER
Securities acquired: Common Stock, no par value
Issuer: Talbert Medical Management Holdings Corporation
3540 Howard Way
Costa Mesa, CA 92626-1417
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") individually and in their capacities as controlling persons of the
following entities:
(i) Alfred Partners, L.L.C., a Delaware limited liability company ("Alfred
LLC"); and
(i) Gotham Capital II, 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 Common Stock 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 amount of funds of Gotham III used to purchase such Common
Stock was $3,523,017.08 (exclusive of commissions and other expenses, but
inclusive of $1,533,360.01 used to acquire transferable rights to subscribe for
shares of Common Stock of the Issuer for $21.50 per share ("Rights"), which
rights were distributed to the partners of Gotham III prior to the exercise
thereof). The approximate aggregate amount of funds of Alfred LLC used to
purchase Common Stock of the Issuer (exclusive of commissions and other
expenses) was $2,245,113.67, including $637,273.94 used to acquire Rights,
$623,220.50 used to acquire shares of Common Stock upon exercise of such Rights
on May 20, 1997, and $984,619.22 used to acquire shares of Common Stock directly
in open market purchases. The portion of funds used as described above which
were 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 Gotham III's and Alfred LLC's accounts. Working capital
was provided by capital contributions of partners and internally generated
funds.
CUSIP NO. 874121-10-6 Page 5 of 11 Pages
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The source of funds used by each of Messrs. Greenblatt and Nir to purchase
Rights and Common Stock of the Issuer for their own accounts, and to exercise
such Rights, were personal assets in the approximate amounts of $2,259,725.18
and $152,878.50. In addition, each of Messrs. Greenblatt and Nir received Rights
from Gotham III as part of a distribution to partners on May 16, 1997. Messrs.
Greenblatt and Nir subsequently exercised the Rights received from Gotham III,
using additional personal assets in the approximate amounts of $1,029,140.50 and
$170,495, respectively.
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:
CUSIP NO. 874121-10-6 Page 6 of 11 Pages
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<TABLE>
<CAPTION>
No. of Shares Deemed
to be Beneficially Owned: Nature of Ownership Percentage of Class
- ------------------------- -------------------- -------------------
<S> <C> <C>
52,234 The record ownership and economic 1.81%
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.
47,200 The record ownership and economic 1.64%
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 economic 3.87%
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.
12,247 The record ownership and economic 0.42%
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.
========== =========
223,478 7.74%
</TABLE>
CUSIP NO. 874121-10-6 Page 7 of 11 Pages
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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 211,231 shares (7.32%) 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 111,681 shares (3.87%) 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 2,886,118 outstanding shares of Common Stock of the Issuer
reported in the Issuer's Prospectus dated April 21, 1997. 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 99,434
shares (3.45%) of the Common Stock of the Issuer beneficially owned in the
aggregate by Gotham III and Alfred LLC.
In addition, Messrs. Greenblatt and Nir each have sole voting and
dispositive power over the 111,797 (3.87%) and 12,247 (0.42%) 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):
CUSIP NO. 874121-10-6 Page 8 of 11 Pages
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<TABLE>
<CAPTION>
Reporting No. of Shares/ Price Per Share/
Person Date Rights Right Total
------ ------ ------ ----- ------
<S> <C> <C> <C> <C>
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
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) 14.000 $ 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
Joel M. Greenblatt 5/15/97 17,800(a) 14.0000 $249,200.00
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
CUSIP NO. 874121-10-6 Page 9 of 11 Pages
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(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. 874121-10-6 Page 10 of 11 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: May 30, 1997
CUSIP NO. 874121-10-6 Page 11 of 11 Pages
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EXHIBIT A
AGREEMENT OF JOINT FILING
TALBERT MEDICAL MANAGEMENT HOLDINGS CORPORATION.
COMMON STOCK, NO 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 30th
day of May, 1997.
/s/ Daniel L. Nir
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Daniel L. Nir
/s/ Joel M. Greenblatt
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Joel M. Greenblatt
