Medcath Corp - Amended Statement of Ownership (SC 13G/A)
February 14 2008 - 10:22AM
Edgar (US Regulatory)
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UNITED
STATES
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SECURITIES
AND EXCHANGE COMMISSION
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Washington,
D.C. 20549
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SCHEDULE
13G/A
Under
the Securities Exchange Act of 1934
(Amendment No. 2)*
(Name of Issuer)
Common
Stock, par value $0.01 per share
(Title of Class of
Securities)
(CUSIP Number)
(Date of Event
Which Requires Filing of this Statement)
Check the appropriate box to designate the rule pursuant to which this
Schedule is filed:
o
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Rule 13d-1(b)
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o
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Rule 13d-1(c)
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x
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Rule 13d-1(d)
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*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 the disclosures provided in a prior cover page.
The information required in 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).
CUSIP No. 58404W 10 9
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1.
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Names of Reporting Persons
MedCath 1998 LLC
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2.
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Check the Appropriate Box
if a Member of a Group (See Instructions)
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(a)
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o
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(b)
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x
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3.
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SEC Use Only
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4.
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Citizenship or Place of
Organization
Delaware
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Number of
Shares
Beneficially
Owned by
Each
Reporting
Person With
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5.
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Sole Voting Power
1,968,522
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6.
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Shared Voting Power
-0-
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7.
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Sole Dispositive Power
1,968,522
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8.
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Shared Dispositive Power
-0-
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9.
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Aggregate Amount
Beneficially Owned by Each Reporting Person
1,968,522
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10.
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Check if the Aggregate
Amount in Row (9) Excludes Certain Shares (See Instructions)
o
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11.
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Percent of Class
Represented by Amount in Row (9)
9.3%
(1)
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12.
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Type of Reporting Person
(See Instructions)
OO
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(1)
Based on 21,218,185 shares
of Common Stock outstanding at December 31, 2007, as reported in the
Issuer in its most recent Quarterly Report on
Form 10-Q.
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2
CUSIP No. 58404W 10 9
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1.
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Names of Reporting Persons
KKR 1996 Fund L.P.
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2.
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Check the Appropriate Box
if a Member of a Group (See Instructions)
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(a)
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o
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(b)
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x
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3.
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SEC Use Only
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4.
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Citizenship or Place of
Organization
Delaware
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Number of
Shares
Beneficially
Owned by
Each
Reporting
Person With
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5.
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Sole Voting Power
1,968,522
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6.
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Shared Voting Power
-0-
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7.
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Sole Dispositive Power
1,968,522
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8.
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Shared Dispositive Power
-0-
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9.
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Aggregate Amount
Beneficially Owned by Each Reporting Person
1,968,522
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10.
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Check if the Aggregate
Amount in Row (9) Excludes Certain Shares (See Instructions)
o
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11.
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Percent of Class
Represented by Amount in Row (9)
9.3%
(1)
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12.
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Type of Reporting Person
(See Instructions)
PN
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(1)
Based on 21,218,185 shares
of Common Stock outstanding at December 31, 2007, as reported in the
Issuer in its most recent Quarterly Report on
Form 10-Q.
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3
CUSIP No. 58404W 10 9
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1.
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Names of Reporting Persons
KKR Associates 1996, L.P.
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2.
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Check the Appropriate Box
if a Member of a Group (See Instructions)
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(a)
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o
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(b)
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x
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3.
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SEC Use Only
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4.
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Citizenship or Place of
Organization
Delaware
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Number of
Shares
Beneficially
Owned by
Each
Reporting
Person With
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5.
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Sole Voting Power
1,968,522
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6.
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Shared Voting Power
-0-
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7.
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Sole Dispositive Power
1,968,522
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8.
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Shared Dispositive Power
-0-
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9.
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Aggregate Amount
Beneficially Owned by Each Reporting Person
1,968,522
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10.
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Check if the Aggregate
Amount in Row (9) Excludes Certain Shares (See Instructions)
o
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11.
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Percent of Class
Represented by Amount in Row (9)
9.3%
(1)
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12.
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Type of Reporting Person
(See Instructions)
PN
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(1)
Based on 21,218,185 shares
of Common Stock outstanding at December 31, 2007, as reported in the
Issuer in its most recent Quarterly Report on
Form 10-Q.
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4
CUSIP No. 58404W 10 9
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1.
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Names of Reporting Persons
KKR 1996 GP LLC
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2.
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Check the Appropriate Box
if a Member of a Group (See Instructions)
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(a)
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o
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(b)
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x
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3.
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SEC Use Only
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4.
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Citizenship or Place of
Organization
Delaware
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Number of
Shares
Beneficially
Owned by
Each
Reporting
Person With
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5.
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Sole Voting Power
1,968,522
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6.
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Shared Voting Power
-0-
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7.
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Sole Dispositive Power
1,968,522
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8.
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Shared Dispositive Power
-0-
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9.
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Aggregate Amount
Beneficially Owned by Each Reporting Person
1,968,522
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10.
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Check if the Aggregate
Amount in Row (9) Excludes Certain Shares (See Instructions)
o
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11.
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Percent of Class
Represented by Amount in Row (9)
9.3%
(1)
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12.
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Type of Reporting Person
(See Instructions)
OO
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(1)
Based on 21,218,185 shares
of Common Stock outstanding at December 31, 2007, as reported in the
Issuer in its most recent Quarterly Report on
Form 10-Q.
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5
SCHEDULE 13G
This Amendment No. 2 amends and restates Amendment No.
1 to the Schedule 13G of the reporting persons filed with the United States
Securities and Exchange Commission on February 9, 2007, with respect to the
common stock, $0.01 par value per share, of MedCath Corporation, a Delaware
corporation, beneficially owned by the reporting persons.
Item 1.
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(a)
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Name of Issuer
MedCath Corporation
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(b)
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Address of Issuers
Principal Executive Offices
10720 Sikes Place, Suite 300
Charlotte, North Carolina
28277
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Item 2.
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(a)
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Name of Person Filing
MedCath 1998 LLC
KKR 1996 Fund L.P.
KKR Associates 1996, L.P.
KKR 1996 GP LLC
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(b)
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Address of Principal
Business Office or, if none, Residence
c/o Kohlberg Kravis Roberts & Co.
9 West 57th Street, Suite
4200
New York, NY 10019
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(c)
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Citizenship
See Item 4 of each cover page.
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(d)
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Title of Class of
Securities
Common stock, $0.01 par value per share.
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(e)
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CUSIP Number
58404W 10 9
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Item 3.
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If this statement is filed pursuant
to §§240.13d-1(b) or 240.13d-2(b) or (c), check whether the person filing is
a:
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(a)
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o
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Broker or dealer
registered under section 15 of the Act (15 U.S.C. 78o).
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(b)
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o
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Bank as defined in section
3(a)(6) of the Act (15 U.S.C. 78c).
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(c)
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o
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Insurance company as
defined in section 3(a)(19) of the Act (15 U.S.C. 78c).
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(d)
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o
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Investment company
registered under section 8 of the Investment Company Act of 1940 (15 U.S.C.
80a-8).
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(e)
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o
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An investment adviser in
accordance with §240.13d-1(b)(1)(ii)(E);
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(f)
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o
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An employee benefit plan
or endowment fund in accordance with §240.13d-1(b)(1)(ii)(F);
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(g)
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o
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A parent holding company
or control person in accordance with §240.13d-1(b)(1)(ii)(G);
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(h)
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o
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A savings association as
defined in Section 3(b) of the Federal Deposit Insurance Act (12 U.S.C.
1813);
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(i)
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o
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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 (15 U.S.C. 80a-3);
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(j)
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o
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Group, in accordance with
§240.13d-1(b)(1)(ii)(J).
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Not applicable.
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6
Item 4.
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Ownership
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Provide the following information
regarding the aggregate number and percentage of the class of securities of
the issuer identified in Item 1.
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(a)
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Amount beneficially
owned:
MedCath 1998 LLC holds
directly, and has sole voting and dispositive power with respect to 1,968,522
shares of common stock, $0.01 par value per share (the Common Stock), of
MedCath Corporation. As the managing
member of MedCath 1998 LLC, KKR 1996 Fund L.P. may be deemed to be the
beneficial owner of the shares of Common Stock held by MedCath 1998 LLC. As the sole general partner of KKR 1996
Fund L.P., KKR Associates 1996, L.P. may also be deemed to be the beneficial
owner of the shares of Common Stock held by MedCath 1998 LLC. As the sole general partner of KKR
Associates 1996, L.P., KKR 1996 GP LLC may also be deemed to be the
beneficial owner of the shares of Common Stock held by MedCath 1998 LLC.
KKR 1996 GP LLC is a
Delaware limited liability company, the managing members of which are Messrs.
Henry R. Kravis and George R. Roberts, and the other members of which are
Messrs. Paul E. Raether, Michael W. Michelson, James H. Greene, Jr., Perry
Golkin, Johannes P. Huth, Todd A. Fisher and Alexander Navab, Jr. Each of these individuals may be deemed to
share beneficial ownership of any shares of Common Stock beneficially owned
by KKR 1996 GP LLC, but each of such individuals disclaims any such
beneficial ownership of such shares of Common Stock.
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(b)
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Percent of class:
See Item 11 of each cover
page, which is based upon Item 5 of each cover page. See Item 4(a) above.
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(c)
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Number of shares as to
which the person has:
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(i)
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Sole power to vote or to
direct the vote
See Item 5 of each cover
page.
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(ii)
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Shared power to vote or to
direct the vote
See Item 6 of each cover
page.
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(iii)
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Sole power to dispose or
to direct the disposition of
See Item 7 of each cover
page.
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(iv)
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Shared power to dispose or
to direct the disposition of
See Item 8 of each cover
page.
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Item 5.
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Ownership of Five Percent or Less
of a Class
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If this statement is being filed to report the fact
that as of the date hereof the reporting person has ceased to be the
beneficial owner of more than five percent of the class of securities, check
the following
o
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Item 6.
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Ownership of More than Five Percent
on Behalf of Another Person
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See Item 4 above.
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Item 7.
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Identification and Classification
of the Subsidiary Which Acquired the Security Being Reported on By the Parent
Holding Company or Control Person
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Not applicable.
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Item 8.
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Identification and Classification
of Members of the Group
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Not applicable.
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Item 9.
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Notice of Dissolution of Group
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Not applicable.
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Item 10.
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Certification
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Not applicable.
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7
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.
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MEDCATH 1998 LLC
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By:
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KKR 1996 Fund L.P., managing member
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By:
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KKR Associates 1996, L.P., general partner
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By:
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KKR 1996 GP LLC, general partner
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By:
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/s/ William Janetschek
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Name: William Janetschek
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Title: Attorney-in-fact for Henry R. Kravis,
Managing
Member
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KKR 1996 Fund L.P.
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By:
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KKR Associates 1996, L.P., general partner
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By:
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KKR 1996 GP LLC, general partner
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By:
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/s/ William Janetschek
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Name: William Janetschek
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Title: Attorney-in-fact for Henry R. Kravis,
Managing
Member
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KKR Associates 1996, L.P.
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By:
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KKR 1996 GP LLC, general partner
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By:
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/s/ William Janetschek
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Name: William Janetschek
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Title: Attorney-in-fact for Henry R. Kravis,
Managing
Member
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8
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KKR 1996 GP LLC
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By:
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/s/
William Janetschek
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Name: William
Janetschek
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Title:Attorney-in-fact
for Henry R. Kravis, Managing
Member
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February 14, 2008
9
EXHIBITS
Exhibit
Number
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Title
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1
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Joint Filing Agreement
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(already on file)
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2
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Power of Attorney
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(already on file)
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