UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13D
Under the Securities Exchange Act of 1934
(Amendment No. 10)
MEDCATH CORPORATION (MDTH)
(Name of Issuer)
Common Stock
(Title of Class of Securities)
58404W109
(CUSIP Number)
David Nierenberg
The D3 Family Funds
19605 NE 8th Street
Camas, WA 98607
(360) 604-8600
With a copy to:
Henry Lesser, Esq.
DLA Piper US LLP
2000 University Avenue
East Palo Alto, CA 94303
(650) 833-2000
(Name, Address and Telephone Number of Person
Authorized to Receive Notices and Communications)
March 3, 2008
(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 that is the subject of this Schedule 13D and is filing this
schedule because of ss.ss. 240.13d-1(e), 240.13d-1(f) or 240.13d-1(g), check the
following box |_|.
1 NAME OF REPORTING PERSONS
The D3 Family Fund, L.P.
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (See Instructions)
(a) |X|
(b) |_|
3 SEC USE ONLY
4 SOURCE OF FUNDS (See Instructions)
WC
5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS
2(d) or 2(e)
|_|
6 CITIZENSHIP OR PLACE OF ORGANIZATION
Washington
7 SOLE VOTING POWER
483,096 common shares (2.3%)
---------------------------------------------------------------
NUMBER OF 8 SHARED VOTING POWER
SHARES
BENEFICIALLY 0
OWNED BY --------------------------------------------------------------
EACH 9 SOLE DISPOSITIVE POWER
REPORTING
PERSON 483,096
WITH --------------------------------------------------------------
10 SHARED DISPOSITIVE POWER
0
--------------------------------------------------------------------------------
|
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
For the reporting person listed on this page, 483,096; for all reporting
persons as a group, 2,934,511 shares (13.8%)
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES
(See Instructions)
|_|
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
13.8%
14 TYPE OF REPORTING PERSON (See Instructions)
PN
2
1 NAME OF REPORTING PERSONS
The DIII Offshore Fund, L.P.
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (See Instructions)
(a) |X|
(b) |_|
3 SEC USE ONLY
4 SOURCE OF FUNDS (See Instructions)
WC
5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS
2(d) or 2(e)
|_|
6 CITIZENSHIP OR PLACE OF ORGANIZATION
Bahamas
7 SOLE VOTING POWER
558,166 common shares (2.6%)
---------------------------------------------------------------
NUMBER OF 8 SHARED VOTING POWER
SHARES
BENEFICIALLY 0
OWNED BY --------------------------------------------------------------
EACH 9 SOLE DISPOSITIVE POWER
REPORTING
PERSON 558,166
WITH --------------------------------------------------------------
10 SHARED DISPOSITIVE POWER
0
--------------------------------------------------------------------------------
|
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
For the reporting person listed on this page, 558,166; for all reporting
persons as a group, 2,934,511 shares (13.8%)
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES
(See Instructions)
|_|
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
13.8%
14 TYPE OF REPORTING PERSON (See Instructions)
PN
3
1 NAME OF REPORTING PERSONS
The D3 Family Bulldog Fund, L.P.
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (See Instructions)
(a) |X|
(b) |_|
3 SEC USE ONLY
4 SOURCE OF FUNDS (See Instructions)
WC
5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS
2(d) or 2(e)
|_|
6 CITIZENSHIP OR PLACE OF ORGANIZATION
Washington
7 SOLE VOTING POWER
1,798,863 common shares (8.5%)
---------------------------------------------------------------
NUMBER OF 8 SHARED VOTING POWER
SHARES
BENEFICIALLY 0
OWNED BY --------------------------------------------------------------
EACH 9 SOLE DISPOSITIVE POWER
REPORTING
PERSON 1,798,863
WITH --------------------------------------------------------------
10 SHARED DISPOSITIVE POWER
0
--------------------------------------------------------------------------------
|
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
For the reporting person listed on this page, 1,798,863; for all reporting
persons as a group, 2,934,511 shares (13.8%)
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES
(See Instructions)
|_|
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
13.8%
14 TYPE OF REPORTING PERSON (See Instructions)
PN
4
1 NAME OF REPORTING PERSONS
The D3 Family Canadian Fund, L.P.
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (See Instructions)
(a) |X|
(b) |_|
3 SEC USE ONLY
4 SOURCE OF FUNDS (See Instructions)
WC
5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS
2(d) or 2(e)
|_|
6 CITIZENSHIP OR PLACE OF ORGANIZATION
Washington
7 SOLE VOTING POWER
94,386 common shares (0.4%)
---------------------------------------------------------------
NUMBER OF 8 SHARED VOTING POWER
SHARES
BENEFICIALLY 0
OWNED BY --------------------------------------------------------------
EACH 9 SOLE DISPOSITIVE POWER
REPORTING
PERSON 94,386
WITH --------------------------------------------------------------
10 SHARED DISPOSITIVE POWER
0
--------------------------------------------------------------------------------
|
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
For the reporting person listed on this page, 94,386 shares; for all
reporting persons as a group, 2,934,511 shares (13.8%)
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES
(See Instructions)
|_|
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
13.8%
14 TYPE OF REPORTING PERSON (See Instructions)
PN
5
1 NAME OF REPORTING PERSONS
Nierenberg Investment Management Company, Inc.
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (See Instructions)
(a) |X|
(b) |_|
3 SEC USE ONLY
4 SOURCE OF FUNDS (See Instructions)
AF
5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS
2(d) or 2(e)
|_|
6 CITIZENSHIP OR PLACE OF ORGANIZATION
Washington
7 SOLE VOTING POWER
0
---------------------------------------------------------------
NUMBER OF 8 SHARED VOTING POWER
SHARES
BENEFICIALLY 2,934,511 common shares (13.8%)
OWNED BY --------------------------------------------------------------
EACH 9 SOLE DISPOSITIVE POWER
REPORTING
PERSON 0
WITH --------------------------------------------------------------
10 SHARED DISPOSITIVE POWER
2,934,511
--------------------------------------------------------------------------------
|
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
For the reporting person listed on this page, 2,934,511; for all reporting
persons as a group, 2,934,511 shares (13.8%)
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES
(See Instructions)
|_|
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
13.8%
14 TYPE OF REPORTING PERSON (See Instructions)
CO
6
1 NAME OF REPORTING PERSONS
Nierenberg Investment Management Offshore, Inc.
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (See Instructions)
(a) |X|
(b) |_|
3 SEC USE ONLY
4 SOURCE OF FUNDS (See Instructions)
AF
5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS
2(d) or 2(e)
|_|
6 CITIZENSHIP OR PLACE OF ORGANIZATION
Bahamas
7 SOLE VOTING POWER
0
---------------------------------------------------------------
NUMBER OF 8 SHARED VOTING POWER
SHARES
BENEFICIALLY 558,166 common shares (2.6%)
OWNED BY --------------------------------------------------------------
EACH 9 SOLE DISPOSITIVE POWER
REPORTING
PERSON 0
|
WITH --------------------------------------------------------------
10 SHARED DISPOSITIVE POWER
558,166
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
For the reporting person listed on this page, 558,166; for all reporting
persons as a group, 2,934,511 shares (13.8%)
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES
(See Instructions)
|_|
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
13.8%
14 TYPE OF REPORTING PERSON (See Instructions)
CO
7
1 NAME OF REPORTING PERSONS
David Nierenberg
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (See Instructions)
(a) |X|
(b) |_|
3 SEC USE ONLY
4 SOURCE OF FUNDS (See Instructions)
AF
5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS
2(d) or 2(e)
|_|
6 CITIZENSHIP OR PLACE OF ORGANIZATION
Washington
7 SOLE VOTING POWER
0
---------------------------------------------------------------
NUMBER OF 8 SHARED VOTING POWER
SHARES
BENEFICIALLY 2,934,511 common shares (13.8%)
OWNED BY --------------------------------------------------------------
EACH 9 SOLE DISPOSITIVE POWER
REPORTING
PERSON 0
WITH --------------------------------------------------------------
10 SHARED DISPOSITIVE POWER
2,934,511
--------------------------------------------------------------------------------
|
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
For the reporting person listed on this page, 2,934,511; for all reporting
persons as a group, 2,934,511 shares (13.8%)
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES
(See Instructions)
|_|
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
13.8%
14 TYPE OF REPORTING PERSON (See Instructions)
IN
8
This Amendment No.10 to Schedule 13D (this "Amendment") amends the
below-indicated items from the Schedule 13D previously filed by or on behalf of
the undersigned parties (the "Reporting Persons"), as previously amended (the
"Schedule 13D"), by supplementing such Items with the information below:
Item 2. Identity and Background.
David Nierenberg is hereby added as a Reporting Person; his business
address is 19605 NE 8th Street, Camas WA 98607; his principal occupation is
President of Nierenberg Investment Management Company, Inc. and Nierenberg
Investment Management Offshore, Inc, two of the other Reporting Persons; during
the past five years he has not been convicted in a criminal proceeding required
to be reported in response to Item 2(d), or a party to a civil proceeding
required to be reported in response to Item 2(e), of Schedule 13D ; and he is a
citizen of the United States of America.
Item 3. Source and Amount of Funds or Other Consideration.
The total amount of funds used by the Reporting Persons to pay for the
purchases of Shares reported in Item 5(c) was $3,196,747. The source of funds
for purchases of Shares by each of the Reporting Persons is the working capital
of the applicable Fund.
Item 4. Purpose of Transaction.
We have continued buying MedCath shares for investment because we believe
that the shares are extremely undervalued. As set forth in our attached letter,
we urge the Company's board to increase the current $59M repurchase program by
an additional $100M and offer suggestions about how and why to do this.
The previous statements by the Reporting Persons regarding their investment in
MDTH (including those contained in the attached letter) represent solely their
own analyses and judgments, based on publicly-available information and their
own internal evaluation thereof. Those statements are not intended, and should
not be relied on, as investment advice to any other investor or prospective
investor. To the extent those statements reflect assessments of possible future
developments, those assessments are inherently subject to the uncertainties
associated with all assessments of future events; actual developments may
materially differ as a result of circumstances affecting MDTH and/or extrinsic
factors such as developments in the company's industry and the economic
environment. The Reporting Persons reserve the right to change their internal
evaluation of this investment in the future, as well as to increase or decrease
their investment depending on their evaluation, and to discuss the company and
their investment in it with the directors and executive officers of the company
and third parties, without further amending the Schedule 13D except as required
by applicable rules.
9
Item 5. Interest in Securities of the Issuer.
(a, b) The Reporting Persons, in the aggregate, beneficially own 2,934,511
common shares, constituting approximately 13.8% of the outstanding Shares. This
percentage is based on number of Shares reported as outstanding as of January
31, 2008 in the Company's Form 10-Q dated February 11, 2008.
(c) During the past sixty (60) days the following purchases of Shares were
made by the Reporting Persons in open market transactions:
Fund Transaction Date Shares Bought Price
---- ---------------- ------------- -----
D3 Family Fund, LP 01/03/2008 5,200 23.96
D3 Family Bulldog Fund, LP 01/03/2008 18,000 23.96
D3 Family Canadian Fund, LP 01/03/2008 1,035 23.96
D3 Family Bulldog Fund, LP 01/04/2008 25,100 23.64
D3 Family Canadian Fund, LP 01/04/2008 1,287 23.64
DIII Offshore Fund, LP 02/29/2008 7,900 20.77
D3 Family Fund, LP 03/03/2008 900 19.83
DIII Offshore Fund, LP 03/03/2008 91,200 19.83
|
Item 7. Material to be filed as Exhibits
Exhibit 1 to this Schedule 13D is a letter to the Chairman of the Board,
President and Chief Executive Officer, and Members of the Board of MedCath Corp.
dated March 5, 2008.
Exhibit 2 to this Schedule 13D is the Joint Filing Agreement among the
Reporting Persons dated March 5, 2008 pursuant to which all of the Reporting
Persons have authorized the filing of Schedule 13D's and amendments thereto as a
group.
10
SIGNATURE
After reasonable inquiry and to the best of my knowledge and belief, each of the
undersigned certifies that the information set forth in the Statement is true,
complete and correct.
D3 Family Fund, L.P., D3 Family Bulldog Fund,
and D3 Family Canadian Fund, L.P.
By: Nierenberg Investment Management
Company, Inc.
Its: General Partner
March 05, 2008 By: /s/ David Nierenberg
-------------------- -------------------------------------------
David Nierenberg, President
DIII Offshore Fund, L.P.
By: Nierenberg Investment Management
Offshore, Inc.
Its: General Partner
March 05, 2008 By: /s/ David Nierenberg
-------------------- ------------------------------------------
David Nierenberg, President
Nierenberg Investment Management
Company, Inc.
March 05, 2008 By: /s/ David Nierenberg
-------------------- -------------------------------------------
David Nierenberg, President
Nierenberg Investment Management
Offshore, Inc.
March 05, 2008 By: /s/ David Nierenberg
-------------------- -------------------------------------------
David Nierenberg, President
March 05, 2008 /s/ David Nierenberg
-------------------- ----------------------------------------------
David Nierenberg
|
11
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