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UNITED STATES SECURITIES AND EXCHANGE COMMISSION
FORM 3 Washington, D.C. 20549
INITIAL STATEMENT OF BENEFICIAL OWNERSHIP OF SECURITIES
Filed pursuant to Section 16(a) of the Securities Exchange Act
of 1934, Section 17(a) of the Public Utility Holding Company Act
of 1935 or Section 30(f) of the Investment Company Act of 1940
(Print or Type Responses)
1. Name and Address of Vestar/Sheridan Holdings, Inc.
Reporting Person* (Last) (First) (Middle)
245 Park Avenue, 41st Floor
(Street)
New York NY 10154
(City) (State) (Zip)
2. Date of Event 3/24/99
Requiring Statement
(Month/Day/Year)
3. IRS or Social Security
Number of Reporting
Person (Voluntary)
4. Issuer Name and Ticker Sheridan Healthcare, Inc. SHCR
or Trading Symbol
5. Relationship of Director X 10% Owner
Reporting Person(s) to Officer (give Other (specify
Issuer title below) below)
(Check all
applicable)
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6. If Amendment, Date of
Original
(Month/Day/Year)
7. Individual or Form filed by One Reporting Person
Joint/Group Filing X Form filed by More than One Reporting
(Check Applicable Person
Line)
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FORM 3 (continued)
Table I -- Non-Derivative Securities Beneficially Owned
1. Title of Security Common Stock
(Instr. 4)
2. Amount of Securities No Securities beneficially owned. See Attachment A.
Beneficially Owned
(Instr. 4)
3. Ownership Form:
Direct (D) or Indirect
(I) (Instr. 5) See Attachment A
4. Nature of Indirect See Attachment A
Beneficial Ownership
(Instr. 5)
Reminder: Report on a separate line for each class of securities
beneficially owned directly or indirectly.
* If the form is filed by more than one reporting person, see Instruction
5(b)(v).
Potential persons who are to respond to the collection of information
contained in this form are not required to respond unless the form
displays a currently valid OMB control number.
(Over)
SEC 1473 (7-96)
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Table II -- Derivative Securities Beneficially Owned (e.g., puts, calls,
warrants, options, convertible securities)
1. Title of Derivative Security
(Instr. 4)
2. Date Exercisable and Date Exercisable Expiration Date
Expiration Date
(Month/Day/Year)
3. Title and Amount of Title Amount or
Securities Underlying Number of
Derivative Security Shares
(Instr. 4)
4. Conversion or Exercise Price
of Derivative Security
5. Ownership Form of Derivative
Security: Direct (D) or
Indirect (I)
(Instr. 5)
6. Nature of Indirect
Beneficial Ownership
(Instr. 5)
/s/ Robert L. Rosner, Vice President 4/3/99
____________________________________ ______________
**Signature of Reporting Person Date
Explanation of Responses: See Attachment A
** Intentional misstatements or omissions of facts constitute Federal
Criminal Violations. See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a).
Note: File three copies of this Form, one of which must be manually
signed. If space provided is insufficient, See Instruction 6 for
procedure.
Page 4 of 6
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Potential persons who are to respond to the collection of information
contained in this form are not required to respond unless the form displays a
currently valid OMB Number.
SEC 1473 (7-96)
Page 5 of 6
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FORM 3 (continued)
Attachment to Form 3
Reporting Person: Vestar/Sheridan Holdings, Inc.
Address: 245 Park Avenue, 41st Floor
New York, New York 10154
Issuer and Ticker
Symbol: Sheridan Healthcare, Inc.--- SHCR
Date of Event Requiring Statement: 3/24/99
SIGNATURES OF OTHER REPORTING PERSONS
VESTAR/CALVARY INVESTORS, LLC
By: VESTAR CAPITAL PARTNERS III, L.P.
its Sole Member
By: VESTAR ASSOCIATES III, L.P.
its General Partner
By: VESTAR ASSOCIATES CORPORATION III
its General Partner
By: /s/ Robert L. Rosner Date: April 3, 1999
Title: Vice President
VESTAR/SHERIDAN, INC.
By: /s/ Robert L. Rosner Date: April 3, 1999
Title: Vice President
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Name and Address of Reporting Person: Vestar/Sheridan Holdings, Inc.
245 Park Avenue, 41st Floor
New York, New York 10154
Date of Event Requiring Statement: March 24, 1999
Issuer Name and Ticker Symbol: Sheridan Healthcare, Inc. -- SHCR
OTHER REPORTING PERSONS: NAMES AND ADDRESSES
1. VESTAR/SHERIDAN INVESTORS, LLC
245 Park Avenue, 41st Floor
New York, New York 10154
2. VESTAR/SHERIDAN, INC.
245 Park Avenue, 41st Floor
New York, New York 10154
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Name and Address of Reporting Person: Vestar/Sheridan Holdings, Inc.
245 Park Avenue, 41st Floor
New York, New York 10154
Date of Event Requiring Statement: March 24, 1999
Issuer Name and Ticker Symbol: Sheridan Healthcare, Inc. -- SHCR
ATTACHMENT A
This Form 3 is being filed jointly by Vestar/Sheridan Investors, LLC, a
Delaware limited liability company ("Holdings"), Vestar/Sheridan Holdings,
Inc., a Delaware corporation ("Parent"), and Vestar/Sheridan, Inc., a
Delaware corporation ("Sub") (the foregoing, collectively, the "Reporting
Persons").
On March 24, 1999, Parent and Sub entered into an Agreement and Plan of
Merger with Sheridan Healthcare, Inc. In connection therewith, Parent
entered into various agreements with six executive officers of Sheridan
Healthcare, Inc. pursuant to which, among other things, the executive
officers agreed to tender their shares of Common Stock of Sheridan
Healthcare, Inc. into Sub's tender offer, not pledge or otherwise dispose of
such shares and to vote such shares in favor of adoption of the Agreement and
Plan of Merger and against certain other proposals. As a result, the
Reporting Persons together with the executives may be deemed to constitute a
"group" within the meaning of Section 13(d) of the Securities Exchange Act of
1934, as amended (the "Exchange Act"), and the Reporting Persons may be
deemed to have acquired beneficial ownership of the shares of Common Stock
owned or deemed to be beneficially owned by the executives.
The Reporting Persons do not affirm the existence of a group for the
purpose of Section 13(d) of the Exchange Act or for any other purpose, and
the Reporting Persons disclaim beneficial ownership of and any pecuniary
interest in any shares of Common Stock.
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By: /s/ Robert L. Rosner Date: April 3, 1999
Title: Vice President
VESTAR/SHERIDAN, INC.
By: /s/ Robert L. Rosner Date: April 3, 1999
Title: Vice President on behalf of
Vestar/Sheridan, Inc.
/s/ Robert L. Rosner, Vice President 4/3/99
____________________________________ ______________
**Signature of Reporting Person Date
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