UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
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SCHEDULE 13G
Under the Securities Exchange Act of 1934
(Amendment No. ___)
American Physician Partners, Inc.
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(Name of issuer)
Common Stock, $0.0001 par value per share
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(Title of class of securities)
028880102
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(CUSIP number)
August 3, 1999
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(Date of Event which requires filing of this Statement)
Check the appropriate box to designate the rule
pursuant to which this schedule is filed:
|_| Rule 13d-1 (b)
|X| Rule 13d-1 (c)
|_| Rule 13d-1 (d)
<PAGE>
CUSIP No. 028880102 13G Page 2 of 8 Pages
1 NAME OF REPORTING PERSON
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
Bankers Trust Corporation
_
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a) |_|
(b) |_|
3 SEC USE ONLY
4 CITIZENSHIP OR PLACE OF ORGANIZATION
State of New York
NUMBER OF 5 SOLE VOTING POWER
SHARES 0
BENEFICIALLY SHARED VOTING POWER
OWNED BY 6 2,318,841
EACH SOLE DISPOSITIVE POWER
REPORTING 7 0
PERSON WITH SHARED DISPOSITIVE POWER
8 2,318,841
9 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
2,318,841
10 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES _
CERTAIN SHARES |_|
11 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
10.7%
12 TYPE OF REPORTING PERSON
HC, CO
<PAGE>
CUSIP No. 028880102 13G Page 3 of 8 Pages
1 NAME OF REPORTING PERSON
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
BT Capital Partners SBIC, L.P.
_
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a) |_|
(b) |_|
3 SEC USE ONLY
4 CITIZENSHIP OR PLACE OF ORGANIZATION
State of Delaware
NUMBER OF 5 SOLE VOTING POWER
SHARES 0
BENEFICIALLY SHARED VOTING POWER
OWNED BY 6 2,318,841
EACH SOLE DISPOSITIVE POWER
REPORTING 7 0
PERSON WITH SHARED DISPOSITIVE POWER
8 2,318,841
9 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
2,318,841
10 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES _
CERTAIN SHARES |_|
11 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
10.7%
12 TYPE OF REPORTING PERSON
PN
<PAGE>
Item 1(a). Name of Issuer:
American Physician Partners, Inc. (the "Issuer").
Item 1(b). Address of Issuer's Principal Executive Offices:
The address of the Issuer's principal executive offices is 3600
Chase Tower, 2200 Ross Avenue, Dallas, Texas, 75201.
Item 2(a). Name of Person Filing:
This statement is filed on behalf of Bankers Trust Corporation
("BTCorp") and BT Capital Partners SBIC, L.P. ("BTCP" and, together with BTCorp,
the "Reporting Persons").
Item 2(b). Address of Principal Business Office or, if none, Residence:
The principal place of business of BTCorp is 130 Liberty Street,
New York, NY 10006.
The principal place of business of BTCP is 130 Liberty Street,
New York, NY 10006.
Item 2(c). Citizenship:
The citizenship of each of the Reporting Persons is set forth on
the applicable cover page.
Item 2(d). Title of Class of Securities:
The title of the securities is common stock $0.0001 par value per
share (the "Common Stock").
Item 2(e). CUSIP Number:
The CUSIP number of the Common Stock is set forth on each cover
page.
Item 3. If this statement is filed pursuant to Rules 13d-1(b), or
13d-2(b) or (c), check whether the person filing is a:
_
(a) |_| Broker or dealer registered under section 15 of the Act;
_
(b) |_| Bank as defined in section 3(a)(6) of the Act;
_
(c) |_| Insurance Company as defined in section 3(a)(19) of the
Act;
_
(d) |_| Investment Company registered under section 8 of the
Investment Company Act of 1940;
_
(e) |_| An investment adviser in accordance with Rule 13d-1
(b)(1)(ii)(E);
_
(f) |_| An employee benefit plan, or endowment fund in accordance
with Rule 13d-1 (b)(1)(ii)(F);
_
(g) |_| A parent holding company or control person in accordance
with Rule 13d-1 (b)(1)(ii)(G);
_
(h) |_| A savings association as defined in section 3(b) of the
Federal Deposit Insurance Act;
_
(i) |_| A church plan that is excluded from the definition of an
investment company under section 3(c)(14) of the
Investment Company Act of 1940;
_
(j) |_| Group, in accordance with Rule 13d-1 (b)(1)(ii)(J).
If this statement is filed pursuant to Rule 13d-1 (c), check this box. |X|
Item 4. Ownership.
(a) Amount beneficially owned:
Each of the Reporting Persons owns the amount of the Common Stock
as set forth on the applicable cover page.
(b) Percent of class:
Each of the Reporting Persons owns the percentage of the Ordinary
Shares as set forth on the applicable cover page.
(c) Number of shares as to which such person has:
(i) sole power to vote or to direct the vote:
None.
(ii) shared power to vote or to direct the vote:
Each of the Reporting Persons has the shared power to vote
or direct the vote of the Common Stock as set forth on the
applicable cover page.
(iii) sole power to dispose or to direct the disposition of:
None.
(iv) shared power to dispose or to direct the disposition of:
Each of the Reporting Persons has the shared power to
dispose or direct the disposition of the Common Stock as set
forth on the applicable cover page.
Item 5. Ownership of Five Percent or Less of a Class.
Not applicable.
Item 6. Ownership of More than Five Percent on Behalf of Another Person.
Not applicable.
Item 7. Identification and Classification of the Subsidiary Which Acquired the
Security Being Reported on by the Parent Holding Company.
The Common Stock was acquired by BTCP, which is a wholly-owned
subsidiary of BTCorp.
Item 8. Identification and Classification of Members of the Group.
Not applicable.
Item 9. Notice of Dissolution of Group.
Not applicable.
Item 10. Certification.
By signing below I certify that, to the best of my knowledge and
belief, the securities referred to above were not acquired and are not held for
the purpose of or with the effect of changing or influencing the control of the
issuer of the securities and were not acquired and are not held in connection
with or as a participant in any transaction having that purpose or effect.
<PAGE>
SIGNATURE
After reasonable inquiry and to the best of my knowledge and belief, I
certify that the information set forth in this statement is true, complete and
correct.
Dated: August 12, 1999
BANKERS TRUST CORPORATION
By: /s/ James T. Byrne
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Name: James T. Byrne
Title: Senior Vice President
and Secretary
<PAGE>
EXHIBIT 1
Consent of BT Capital Partners SBIC, L.P.
The undersigned agrees that the Schedule 13G executed by Bankers Trust
Corporation to which this statement is attached as an exhibit is filed on behalf
of Bankers Trust Corporation and BT Capital Partners SBIC, L.P. pursuant to Rule
13d-1(k)(1) of the Securities Exchange Act of 1934.
Dated: August 12, 1999
BT CAPITAL PARTNERS SBIC, L.P.
By: /s/ Heide Silverstein
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Name: Heide Silverstein
Title: Director
