UNITED
STATES
SECURITIES
AND EXCHANGE COMMISSION
Washington,
D.C. 20549
SCHEDULE
13G
Under
the Securities Exchange Act of 1934
(Amendment
No. __)*
|
MEDCATH
CORPORATION
|
|
(Name
of Issuer)
|
|
|
|
Common
Stock, par value $0.01 per share
|
|
(Title
of Class of Securities)
|
|
|
|
58404W109
|
|
(CUSIP
Number)
|
|
|
|
April
21, 2008
|
|
(Date
of Event Which Requires Filing of this
Statement)
|
Check
the
appropriate box to designate the rule pursuant to which this Schedule 13G
is
filed:
o
Rule
13d-1(b)
x
Rule
13d-1(c)
o
Rule 13d-1(d)
*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).
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|
|
CUSIP
No. 58404W109
|
|
1
|
NAME
OF REPORTING PERSON
:
WS
Capital, L.L.C.
I.R.S.
Identification Nos. of above persons (entities only):
|
|
2
|
CHECK
THE APPROPRIATE BOX IF A MEMBER OF A
GROUP
(a)
o
(b)
x
|
|
3
|
SEC
USE ONLY
|
|
4
|
CITIZENSHIP
OR PLACE OF ORGANIZATION
Texas
|
|
NUMBER
OF
SHARES
BENEFICIALLY
OWNED
BY
EACH
REPORTING
PERSON
|
5
|
SOLE
VOTING POWER
:
0*
|
|
6
|
SHARED
VOTING POWER
:
1,220,817*
|
|
7
|
SOLE
DISPOSITIVE POWER
:
0*
|
|
8
|
SHARED
DISPOSITIVE POWER
:
1,220,817*
|
|
9
|
AGGREGATE
AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
1,220,817*
|
|
10
|
CHECK
BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN
SHARES
o
|
|
11
|
PERCENT
OF CLASS REPRESENTED BY AMOUNT IN ROW 9
5.7%*
|
|
12
|
TYPE
OF REPORTING PERSON
HC/OO
|
*
Based
on
information set forth on the Form 10-Q of Medcath Corporation (the “Company”) as
filed with the Securities and Exchange Commission on February 11, 2008, there
were 21,287,085 shares of the Company’s common stock, par value $0.01 per share
(the “Shares”), issued and outstanding as of January 31, 2008. As of April 29,
2008, Walker Smith Capital, L.P. (“WSC”), Walker Smith Capital (Q.P.), L.P.
(“WSCQP”), Walker Smith International Fund, Ltd. (“WS International”) and HHMI
Investments, L.P. (“HHMI” and collectively with WSC, WSCQP and WS International,
the "WS Funds") owned in the aggregate 1,220,817 Shares. WS Capital Management,
L.P. (“WSC Management”) is the general partner of WSC and WSCQP, the agent and
attorney-in-fact for WS International, and the investment manager for HHMI.
WS
Capital, L.L.C. (“WS Capital”) is the general partner of WSC Management. Reid S.
Walker and G. Stacy Smith are principals of WS Capital. As a result, WSC
Management, WS Capital, and Messrs. Reid S. Walker and G. Stacy Smith possess
shared power to vote and to direct the disposition of the securities held by
the
WS Funds. In addition, as of April 29, 2008, WS Opportunity Fund, L.P. (“WSO”),
WS Opportunity Fund (Q.P.), L.P. (“WSOQP”), and WS Opportunity Fund
International, Ltd. (“WSO International” and collectively with WSO and WSOQP,
the "WSO Funds") owned in the aggregate 185,600 Shares. WS Ventures Management,
L.P. (“WSVM”) is the general partner of WSO and WSOQP and the agent and
attorney-in-fact for WSO International. WSV Management, L.L.C. (“WSV”) is the
general partner of WSVM. Reid S. Walker, G. Stacy Smith and Patrick P. Walker
are principals of WSV. As a result, WSVM, WSV, and Messrs. Reid S. Walker,
Patrick P. Walker and G. Stacy Smith possess shared power to vote and to direct
the disposition of the securities held by the WSO Funds. Thus, as of April
29,
2008, for the purposes of Reg. Section 240.13d-3, (i) Messrs. Reid S. Walker
and
G. Stacy Smith are deemed to beneficially own 1,406,417 Shares, or approximately
6.6% of the Shares deemed issued and outstanding as of April 29, 2008, (ii)
WS
Capital and WSC Management are deemed to beneficially own 1,220,817 Shares,
or
approximately 5.7% of the Shares deemed issued and outstanding as of April
29,
2008, and (iii) WSVM, WSV, and Mr. Patrick P. Walker are deemed to beneficially
own 185,600 Shares, or approximately 0.9% of the Shares deemed issued and
outstanding as of April 29, 2008.
As
of
April 21, 2008 (the “Reporting Date”), the WS Funds owned in the aggregate
1,150,203 Shares. In addition, as of the Reporting Date the WSO Funds owned
in
the aggregate 174,700 Shares. Thus, as of the Reporting Date, for the purposes
of Reg. Section 240.13d-3, (i) Messrs. Reid S. Walker and G. Stacy Smith are
deemed to beneficially own 1,324,903 Shares, or approximately 6.2% of the Shares
deemed issued and outstanding as of the Reporting Date, (ii) WS Capital and
WSC
Management are deemed to beneficially own 1,150,203 Shares, or approximately
5.4% of the Shares deemed issued and outstanding as of the Reporting Date,
and
(iii) WSVM, WSV, and Mr. Patrick P. Walker are deemed to beneficially own
174,700 Shares, or approximately 0.8% of the Shares deemed issued and
outstanding as of the Reporting Date.
Each
of
the reporting persons hereby expressly disclaims membership in a “group” under
Section 13(d) of the Act and the rules and regulations thereunder with respect
to the Shares reported herein, and this Schedule 13G shall not be deemed to
be
an admission that any such reporting person is a member of such a
group.
|
|
|
CUSIP
No. 58404W109
|
|
1
|
NAME
OF REPORTING PERSON
:
WS
Capital Management, L.P.
I.R.S.
Identification Nos. of above persons (entities
only):
|
|
2
|
CHECK
THE APPROPRIATE BOX IF A MEMBER OF A
GROUP
(a)
o
(b)
x
|
|
3
|
SEC
USE ONLY
|
|
4
|
CITIZENSHIP
OR PLACE OF ORGANIZATION
Texas
|
|
NUMBER
OF
SHARES
BENEFICIALLY
OWNED
BY
EACH
REPORTING
PERSON
|
5
|
SOLE
VOTING POWER
:
0*
|
|
6
|
SHARED
VOTING POWER
:
1,220,817*
|
|
7
|
SOLE
DISPOSITIVE POWER
:
0*
|
|
8
|
SHARED
DISPOSITIVE POWER
:
1,220,817*
|
|
9
|
AGGREGATE
AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
1,220,817*
|
|
10
|
CHECK
BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN
SHARES
o
|
|
11
|
PERCENT
OF CLASS REPRESENTED BY AMOUNT IN ROW 9
5.7%*
|
|
12
|
TYPE
OF REPORTING PERSON
|
*
Based
on
information set forth on the Form 10-Q of Medcath Corporation (the “Company”) as
filed with the Securities and Exchange Commission on February 11, 2008, there
were 21,287,085 shares of the Company’s common stock, par value $0.01 per share
(the “Shares”), issued and outstanding as of January 31, 2008. As of April 29,
2008, Walker Smith Capital, L.P. (“WSC”), Walker Smith Capital (Q.P.), L.P.
(“WSCQP”), Walker Smith International Fund, Ltd. (“WS International”) and HHMI
Investments, L.P. (“HHMI” and collectively with WSC, WSCQP and WS International,
the "WS Funds") owned in the aggregate 1,220,817 Shares. WS Capital Management,
L.P. (“WSC Management”) is the general partner of WSC and WSCQP, the agent and
attorney-in-fact for WS International, and the investment manager for HHMI.
WS
Capital, L.L.C. (“WS Capital”) is the general partner of WSC Management. Reid S.
Walker and G. Stacy Smith are principals of WS Capital. As a result, WSC
Management, WS Capital, and Messrs. Reid S. Walker and G. Stacy Smith possess
shared power to vote and to direct the disposition of the securities held by
the
WS Funds. In addition, as of April 29, 2008, WS Opportunity Fund, L.P. (“WSO”),
WS Opportunity Fund (Q.P.), L.P. (“WSOQP”), and WS Opportunity Fund
International, Ltd. (“WSO International” and collectively with WSO and WSOQP,
the "WSO Funds") owned in the aggregate 185,600 Shares. WS Ventures Management,
L.P. (“WSVM”) is the general partner of WSO and WSOQP and the agent and
attorney-in-fact for WSO International. WSV Management, L.L.C. (“WSV”) is the
general partner of WSVM. Reid S. Walker, G. Stacy Smith and Patrick P. Walker
are principals of WSV. As a result, WSVM, WSV, and Messrs. Reid S. Walker,
Patrick P. Walker and G. Stacy Smith possess shared power to vote and to direct
the disposition of the securities held by the WSO Funds. Thus, as of April
29,
2008, for the purposes of Reg. Section 240.13d-3, (i) Messrs. Reid S. Walker
and
G. Stacy Smith are deemed to beneficially own 1,406,417 Shares, or approximately
6.6% of the Shares deemed issued and outstanding as of April 29, 2008, (ii)
WS
Capital and WSC Management are deemed to beneficially own 1,220,817 Shares,
or
approximately 5.7% of the Shares deemed issued and outstanding as of April
29,
2008, and (iii) WSVM, WSV, and Mr. Patrick P. Walker are deemed to beneficially
own 185,600 Shares, or approximately 0.9% of the Shares deemed issued and
outstanding as of April 29, 2008.
As
of
April 21, 2008 (the “Reporting Date”), the WS Funds owned in the aggregate
1,150,203 Shares. In addition, as of the Reporting Date the WSO Funds owned
in
the aggregate 174,700 Shares. Thus, as of the Reporting Date, for the purposes
of Reg. Section 240.13d-3, (i) Messrs. Reid S. Walker and G. Stacy Smith are
deemed to beneficially own 1,324,903 Shares, or approximately 6.2% of the Shares
deemed issued and outstanding as of the Reporting Date, (ii) WS Capital and
WSC
Management are deemed to beneficially own 1,150,203 Shares, or approximately
5.4% of the Shares deemed issued and outstanding as of the Reporting Date,
and
(iii) WSVM, WSV, and Mr. Patrick P. Walker are deemed to beneficially own
174,700 Shares, or approximately 0.8% of the Shares deemed issued and
outstanding as of the Reporting Date.
Each
of
the reporting persons hereby expressly disclaims membership in a “group” under
Section 13(d) of the Act and the rules and regulations thereunder with respect
to the Shares reported herein, and this Schedule 13G shall not be deemed to
be
an admission that any such reporting person is a member of such a
group.
|
|
|
CUSIP
No. 58404W109
|
|
1
|
NAME
OF REPORTING PERSON
:
WSV
Management, L.L.C.
I.R.S.
Identification Nos. of above persons (entities only):
|
|
2
|
CHECK
THE APPROPRIATE BOX IF A MEMBER OF A
GROUP
(a)
o
(b)
x
|
|
3
|
SEC
USE ONLY
|
|
4
|
CITIZENSHIP
OR PLACE OF ORGANIZATION
Texas
|
|
NUMBER
OF
SHARES
BENEFICIALLY
OWNED
BY
EACH
REPORTING
PERSON
|
5
|
SOLE
VOTING POWER
:
0*
|
|
6
|
SHARED
VOTING POWER
:
185,600*
|
|
7
|
SOLE
DISPOSITIVE POWER
:
0*
|
|
8
|
SHARED
DISPOSITIVE POWER
:
185,600*
|
|
9
|
AGGREGATE
AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
|
|
10
|
CHECK
BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN
SHARES
o
|
|
11
|
PERCENT
OF CLASS REPRESENTED BY AMOUNT IN ROW 9
|
|
12
|
TYPE
OF REPORTING PERSON
|
*
Based
on
information set forth on the Form 10-Q of Medcath Corporation (the “Company”) as
filed with the Securities and Exchange Commission on February 11, 2008, there
were 21,287,085 shares of the Company’s common stock, par value $0.01 per share
(the “Shares”), issued and outstanding as of January 31, 2008. As of April 29,
2008, Walker Smith Capital, L.P. (“WSC”), Walker Smith Capital (Q.P.), L.P.
(“WSCQP”), Walker Smith International Fund, Ltd. (“WS International”) and HHMI
Investments, L.P. (“HHMI” and collectively with WSC, WSCQP and WS International,
the "WS Funds") owned in the aggregate 1,220,817 Shares. WS Capital Management,
L.P. (“WSC Management”) is the general partner of WSC and WSCQP, the agent and
attorney-in-fact for WS International, and the investment manager for HHMI.
WS
Capital, L.L.C. (“WS Capital”) is the general partner of WSC Management. Reid S.
Walker and G. Stacy Smith are principals of WS Capital. As a result, WSC
Management, WS Capital, and Messrs. Reid S. Walker and G. Stacy Smith possess
shared power to vote and to direct the disposition of the securities held by
the
WS Funds. In addition, as of April 29, 2008, WS Opportunity Fund, L.P. (“WSO”),
WS Opportunity Fund (Q.P.), L.P. (“WSOQP”), and WS Opportunity Fund
International, Ltd. (“WSO International” and collectively with WSO and WSOQP,
the "WSO Funds") owned in the aggregate 185,600 Shares. WS Ventures Management,
L.P. (“WSVM”) is the general partner of WSO and WSOQP and the agent and
attorney-in-fact for WSO International. WSV Management, L.L.C. (“WSV”) is the
general partner of WSVM. Reid S. Walker, G. Stacy Smith and Patrick P. Walker
are principals of WSV. As a result, WSVM, WSV, and Messrs. Reid S. Walker,
Patrick P. Walker and G. Stacy Smith possess shared power to vote and to direct
the disposition of the securities held by the WSO Funds. Thus, as of April
29,
2008, for the purposes of Reg. Section 240.13d-3, (i) Messrs. Reid S. Walker
and
G. Stacy Smith are deemed to beneficially own 1,406,417 Shares, or approximately
6.6% of the Shares deemed issued and outstanding as of April 29, 2008, (ii)
WS
Capital and WSC Management are deemed to beneficially own 1,220,817 Shares,
or
approximately 5.7% of the Shares deemed issued and outstanding as of April
29,
2008, and (iii) WSVM, WSV, and Mr. Patrick P. Walker are deemed to beneficially
own 185,600 Shares, or approximately 0.9% of the Shares deemed issued and
outstanding as of April 29, 2008.
As
of
April 21, 2008 (the “Reporting Date”), the WS Funds owned in the aggregate
1,150,203 Shares. In addition, as of the Reporting Date the WSO Funds owned
in
the aggregate 174,700 Shares. Thus, as of the Reporting Date, for the purposes
of Reg. Section 240.13d-3, (i) Messrs. Reid S. Walker and G. Stacy Smith are
deemed to beneficially own 1,324,903 Shares, or approximately 6.2% of the Shares
deemed issued and outstanding as of the Reporting Date, (ii) WS Capital and
WSC
Management are deemed to beneficially own 1,150,203 Shares, or approximately
5.4% of the Shares deemed issued and outstanding as of the Reporting Date,
and
(iii) WSVM, WSV, and Mr. Patrick P. Walker are deemed to beneficially own
174,700 Shares, or approximately 0.8% of the Shares deemed issued and
outstanding as of the Reporting Date.
Each
of
the reporting persons hereby expressly disclaims membership in a “group” under
Section 13(d) of the Act and the rules and regulations thereunder with respect
to the Shares reported herein, and this Schedule 13G shall not be deemed to
be
an admission that any such reporting person is a member of such a
group.
|
|
|
CUSIP
No. 58404W109
|
|
1
|
NAME
OF REPORTING PERSON
:
WS
Ventures Management, L.P.
I.R.S.
Identification Nos. of above persons (entities only):
|
|
2
|
CHECK
THE APPROPRIATE BOX IF A MEMBER OF A
GROUP
(a)
o
(b)
x
|
|
3
|
SEC
USE ONLY
|
|
4
|
CITIZENSHIP
OR PLACE OF ORGANIZATION
Texas
|
|
NUMBER
OF
SHARES
BENEFICIALLY
OWNED
BY
EACH
REPORTING
PERSON
|
5
|
SOLE
VOTING POWER
:
0*
|
|
6
|
SHARED
VOTING POWER
:
185,600*
|
|
7
|
SOLE
DISPOSITIVE POWER
:
0*
|
|
8
|
SHARED
DISPOSITIVE POWER
:
185,600*
|
|
9
|
AGGREGATE
AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
|
|
10
|
CHECK
BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN
SHARES
o
|
|
11
|
PERCENT
OF CLASS REPRESENTED BY AMOUNT IN ROW 9
0.9%*
|
|
12
|
TYPE
OF REPORTING PERSON
IA/PN
|
*
Based
on
information set forth on the Form 10-Q of Medcath Corporation (the “Company”) as
filed with the Securities and Exchange Commission on February 11, 2008, there
were 21,287,085 shares of the Company’s common stock, par value $0.01 per share
(the “Shares”), issued and outstanding as of January 31, 2008. As of April 29,
2008, Walker Smith Capital, L.P. (“WSC”), Walker Smith Capital (Q.P.), L.P.
(“WSCQP”), Walker Smith International Fund, Ltd. (“WS International”) and HHMI
Investments, L.P. (“HHMI” and collectively with WSC, WSCQP and WS International,
the "WS Funds") owned in the aggregate 1,220,817 Shares. WS Capital Management,
L.P. (“WSC Management”) is the general partner of WSC and WSCQP, the agent and
attorney-in-fact for WS International, and the investment manager for HHMI.
WS
Capital, L.L.C. (“WS Capital”) is the general partner of WSC Management. Reid S.
Walker and G. Stacy Smith are principals of WS Capital. As a result, WSC
Management, WS Capital, and Messrs. Reid S. Walker and G. Stacy Smith possess
shared power to vote and to direct the disposition of the securities held by
the
WS Funds. In addition, as of April 29, 2008, WS Opportunity Fund, L.P. (“WSO”),
WS Opportunity Fund (Q.P.), L.P. (“WSOQP”), and WS Opportunity Fund
International, Ltd. (“WSO International” and collectively with WSO and WSOQP,
the "WSO Funds") owned in the aggregate 185,600 Shares. WS Ventures Management,
L.P. (“WSVM”) is the general partner of WSO and WSOQP and the agent and
attorney-in-fact for WSO International. WSV Management, L.L.C. (“WSV”) is the
general partner of WSVM. Reid S. Walker, G. Stacy Smith and Patrick P. Walker
are principals of WSV. As a result, WSVM, WSV, and Messrs. Reid S. Walker,
Patrick P. Walker and G. Stacy Smith possess shared power to vote and to direct
the disposition of the securities held by the WSO Funds. Thus, as of April
29,
2008, for the purposes of Reg. Section 240.13d-3, (i) Messrs. Reid S. Walker
and
G. Stacy Smith are deemed to beneficially own 1,406,417 Shares, or approximately
6.6% of the Shares deemed issued and outstanding as of April 29, 2008, (ii)
WS
Capital and WSC Management are deemed to beneficially own 1,220,817 Shares,
or
approximately 5.7% of the Shares deemed issued and outstanding as of April
29,
2008, and (iii) WSVM, WSV, and Mr. Patrick P. Walker are deemed to beneficially
own 185,600 Shares, or approximately 0.9% of the Shares deemed issued and
outstanding as of April 29, 2008.
As
of
April 21, 2008 (the “Reporting Date”), the WS Funds owned in the aggregate
1,150,203 Shares. In addition, as of the Reporting Date the WSO Funds owned
in
the aggregate 174,700 Shares. Thus, as of the Reporting Date, for the purposes
of Reg. Section 240.13d-3, (i) Messrs. Reid S. Walker and G. Stacy Smith are
deemed to beneficially own 1,324,903 Shares, or approximately 6.2% of the Shares
deemed issued and outstanding as of the Reporting Date, (ii) WS Capital and
WSC
Management are deemed to beneficially own 1,150,203 Shares, or approximately
5.4% of the Shares deemed issued and outstanding as of the Reporting Date,
and
(iii) WSVM, WSV, and Mr. Patrick P. Walker are deemed to beneficially own
174,700 Shares, or approximately 0.8% of the Shares deemed issued and
outstanding as of the Reporting Date.
Each
of
the reporting persons hereby expressly disclaims membership in a “group” under
Section 13(d) of the Act and the rules and regulations thereunder with respect
to the Shares reported herein, and this Schedule 13G shall not be deemed to
be
an admission that any such reporting person is a member of such a
group.
|
|
|
CUSIP
No.
58404W109
|
|
1
|
NAME
OF REPORTING PERSON
:
Reid
S. Walker
I.R.S.
Identification Nos. of above persons (entities only):
|
|
2
|
CHECK
THE APPROPRIATE BOX IF A MEMBER OF A
GROUP
(a)
o
(b)
x
|
|
3
|
SEC
USE ONLY
|
|
4
|
CITIZENSHIP
OR PLACE OF ORGANIZATION
|
|
NUMBER
OF
SHARES
BENEFICIALLY
OWNED
BY
EACH
REPORTING
PERSON
|
5
|
SOLE
VOTING POWER
:
0*
|
|
6
|
SHARED
VOTING POWER
:
1,406,417*
|
|
7
|
SOLE
DISPOSITIVE POWER
:
0*
|
|
8
|
SHARED
DISPOSITIVE POWER
:
1,406,417*
|
|
9
|
AGGREGATE
AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
|
|
10
|
CHECK
BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN
SHARES
o
|
|
11
|
PERCENT
OF CLASS REPRESENTED BY AMOUNT IN ROW 9
6.6%*
|
|
12
|
TYPE
OF REPORTING PERSON
IN
|
*
Based
on
information set forth on the Form 10-Q of Medcath Corporation (the “Company”) as
filed with the Securities and Exchange Commission on February 11, 2008, there
were 21,287,085 shares of the Company’s common stock, par value $0.01 per share
(the “Shares”), issued and outstanding as of January 31, 2008. As of April 29,
2008, Walker Smith Capital, L.P. (“WSC”), Walker Smith Capital (Q.P.), L.P.
(“WSCQP”), Walker Smith International Fund, Ltd. (“WS International”) and HHMI
Investments, L.P. (“HHMI” and collectively with WSC, WSCQP and WS International,
the "WS Funds") owned in the aggregate 1,220,817 Shares. WS Capital Management,
L.P. (“WSC Management”) is the general partner of WSC and WSCQP, the agent and
attorney-in-fact for WS International, and the investment manager for HHMI.
WS
Capital, L.L.C. (“WS Capital”) is the general partner of WSC Management. Reid S.
Walker and G. Stacy Smith are principals of WS Capital. As a result, WSC
Management, WS Capital, and Messrs. Reid S. Walker and G. Stacy Smith possess
shared power to vote and to direct the disposition of the securities held by
the
WS Funds. In addition, as of April 29, 2008, WS Opportunity Fund, L.P. (“WSO”),
WS Opportunity Fund (Q.P.), L.P. (“WSOQP”), and WS Opportunity Fund
International, Ltd. (“WSO International” and collectively with WSO and WSOQP,
the "WSO Funds") owned in the aggregate 185,600 Shares. WS Ventures Management,
L.P. (“WSVM”) is the general partner of WSO and WSOQP and the agent and
attorney-in-fact for WSO International. WSV Management, L.L.C. (“WSV”) is the
general partner of WSVM. Reid S. Walker, G. Stacy Smith and Patrick P. Walker
are principals of WSV. As a result, WSVM, WSV, and Messrs. Reid S. Walker,
Patrick P. Walker and G. Stacy Smith possess shared power to vote and to direct
the disposition of the securities held by the WSO Funds. Thus, as of April
29,
2008, for the purposes of Reg. Section 240.13d-3, (i) Messrs. Reid S. Walker
and
G. Stacy Smith are deemed to beneficially own 1,406,417 Shares, or approximately
6.6% of the Shares deemed issued and outstanding as of April 29, 2008, (ii)
WS
Capital and WSC Management are deemed to beneficially own 1,220,817 Shares,
or
approximately 5.7% of the Shares deemed issued and outstanding as of April
29,
2008, and (iii) WSVM, WSV, and Mr. Patrick P. Walker are deemed to beneficially
own 185,600 Shares, or approximately 0.9% of the Shares deemed issued and
outstanding as of April 29, 2008.
As
of
April 21, 2008 (the “Reporting Date”), the WS Funds owned in the aggregate
1,150,203 Shares. In addition, as of the Reporting Date the WSO Funds owned
in
the aggregate 174,700 Shares. Thus, as of the Reporting Date, for the purposes
of Reg. Section 240.13d-3, (i) Messrs. Reid S. Walker and G. Stacy Smith are
deemed to beneficially own 1,324,903 Shares, or approximately 6.2% of the Shares
deemed issued and outstanding as of the Reporting Date, (ii) WS Capital and
WSC
Management are deemed to beneficially own 1,150,203 Shares, or approximately
5.4% of the Shares deemed issued and outstanding as of the Reporting Date,
and
(iii) WSVM, WSV, and Mr. Patrick P. Walker are deemed to beneficially own
174,700 Shares, or approximately 0.8% of the Shares deemed issued and
outstanding as of the Reporting Date.
Each
of
the reporting persons hereby expressly disclaims membership in a “group” under
Section 13(d) of the Act and the rules and regulations thereunder with respect
to the Shares reported herein, and this Schedule 13G shall not be deemed to
be
an admission that any such reporting person is a member of such a
group.
|
|
|
CUSIP
No.
58404W109
|
|
1
|
NAME
OF REPORTING PERSON
:
G.
Stacy Smith
I.R.S.
Identification Nos. of above persons (entities only):
|
|
2
|
CHECK
THE APPROPRIATE BOX IF A MEMBER OF A
GROUP
(a)
o
(b)
x
|
|
3
|
SEC
USE ONLY
|
|
4
|
CITIZENSHIP
OR PLACE OF ORGANIZATION
|
|
NUMBER
OF
SHARES
BENEFICIALLY
OWNED
BY
EACH
REPORTING
PERSON
|
5
|
SOLE
VOTING POWER
:
0*
|
|
6
|
SHARED
VOTING POWER
:
1,406,417*
|
|
7
|
SOLE
DISPOSITIVE POWER
:
0*
|
|
8
|
SHARED
DISPOSITIVE POWER
:
1,406,417*
|
|
9
|
AGGREGATE
AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
|
|
10
|
CHECK
BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN
SHARES
o
|
|
11
|
PERCENT
OF CLASS REPRESENTED BY AMOUNT IN ROW 9
6.6%*
|
|
12
|
TYPE
OF REPORTING PERSON
IN
|
*
Based
on
information set forth on the Form 10-Q of Medcath Corporation (the “Company”) as
filed with the Securities and Exchange Commission on February 11, 2008, there
were 21,287,085 shares of the Company’s common stock, par value $0.01 per share
(the “Shares”), issued and outstanding as of January 31, 2008. As of April 29,
2008, Walker Smith Capital, L.P. (“WSC”), Walker Smith Capital (Q.P.), L.P.
(“WSCQP”), Walker Smith International Fund, Ltd. (“WS International”) and HHMI
Investments, L.P. (“HHMI” and collectively with WSC, WSCQP and WS International,
the "WS Funds") owned in the aggregate 1,220,817 Shares. WS Capital Management,
L.P. (“WSC Management”) is the general partner of WSC and WSCQP, the agent and
attorney-in-fact for WS International, and the investment manager for HHMI.
WS
Capital, L.L.C. (“WS Capital”) is the general partner of WSC Management. Reid S.
Walker and G. Stacy Smith are principals of WS Capital. As a result, WSC
Management, WS Capital, and Messrs. Reid S. Walker and G. Stacy Smith possess
shared power to vote and to direct the disposition of the securities held by
the
WS Funds. In addition, as of April 29, 2008, WS Opportunity Fund, L.P. (“WSO”),
WS Opportunity Fund (Q.P.), L.P. (“WSOQP”), and WS Opportunity Fund
International, Ltd. (“WSO International” and collectively with WSO and WSOQP,
the "WSO Funds") owned in the aggregate 185,600 Shares. WS Ventures Management,
L.P. (“WSVM”) is the general partner of WSO and WSOQP and the agent and
attorney-in-fact for WSO International. WSV Management, L.L.C. (“WSV”) is the
general partner of WSVM. Reid S. Walker, G. Stacy Smith and Patrick P. Walker
are principals of WSV. As a result, WSVM, WSV, and Messrs. Reid S. Walker,
Patrick P. Walker and G. Stacy Smith possess shared power to vote and to direct
the disposition of the securities held by the WSO Funds. Thus, as of April
29,
2008, for the purposes of Reg. Section 240.13d-3, (i) Messrs. Reid S. Walker
and
G. Stacy Smith are deemed to beneficially own 1,406,417 Shares, or approximately
6.6% of the Shares deemed issued and outstanding as of April 29, 2008, (ii)
WS
Capital and WSC Management are deemed to beneficially own 1,220,817 Shares,
or
approximately 5.7% of the Shares deemed issued and outstanding as of April
29,
2008, and (iii) WSVM, WSV, and Mr. Patrick P. Walker are deemed to beneficially
own 185,600 Shares, or approximately 0.9% of the Shares deemed issued and
outstanding as of April 29, 2008.
As
of
April 21, 2008 (the “Reporting Date”), the WS Funds owned in the aggregate
1,150,203 Shares. In addition, as of the Reporting Date the WSO Funds owned
in
the aggregate 174,700 Shares. Thus, as of the Reporting Date, for the purposes
of Reg. Section 240.13d-3, (i) Messrs. Reid S. Walker and G. Stacy Smith are
deemed to beneficially own 1,324,903 Shares, or approximately 6.2% of the Shares
deemed issued and outstanding as of the Reporting Date, (ii) WS Capital and
WSC
Management are deemed to beneficially own 1,150,203 Shares, or approximately
5.4% of the Shares deemed issued and outstanding as of the Reporting Date,
and
(iii) WSVM, WSV, and Mr. Patrick P. Walker are deemed to beneficially own
174,700 Shares, or approximately 0.8% of the Shares deemed issued and
outstanding as of the Reporting Date.
Each
of
the reporting persons hereby expressly disclaims membership in a “group” under
Section 13(d) of the Act and the rules and regulations thereunder with respect
to the Shares reported herein, and this Schedule 13G shall not be deemed to
be
an admission that any such reporting person is a member of such a
group.
|
|
|
CUSIP
No.
58404W109
|
|
1
|
NAME
OF REPORTING PERSON
:
Patrick
P. Walker
I.R.S.
Identification Nos. of above persons (entities only):
|
|
2
|
CHECK
THE APPROPRIATE BOX IF A MEMBER OF A
GROUP
(a)
o
(b)
x
|
|
3
|
SEC
USE ONLY
|
|
4
|
CITIZENSHIP
OR PLACE OF ORGANIZATION
|
|
NUMBER
OF
SHARES
BENEFICIALLY
OWNED
BY
EACH
REPORTING
PERSON
|
5
|
SOLE
VOTING POWER
:
0*
|
|
6
|
SHARED
VOTING POWER
:
185,600*
|
|
7
|
SOLE
DISPOSITIVE POWER
:
0*
|
|
8
|
SHARED
DISPOSITIVE POWER
:
185,600*
|
|
9
|
AGGREGATE
AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
|
|
10
|
CHECK
BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN
SHARES
o
|
|
11
|
PERCENT
OF CLASS REPRESENTED BY AMOUNT IN ROW 9
0.9%*
|
|
12
|
TYPE
OF REPORTING PERSON
IN
|
*
Based
on
information set forth on the Form 10-Q of Medcath Corporation (the “Company”) as
filed with the Securities and Exchange Commission on February 11, 2008, there
were 21,287,085 shares of the Company’s common stock, par value $0.01 per share
(the “Shares”), issued and outstanding as of January 31, 2008. As of April 29,
2008, Walker Smith Capital, L.P. (“WSC”), Walker Smith Capital (Q.P.), L.P.
(“WSCQP”), Walker Smith International Fund, Ltd. (“WS International”) and HHMI
Investments, L.P. (“HHMI” and collectively with WSC, WSCQP and WS International,
the "WS Funds") owned in the aggregate 1,220,817 Shares. WS Capital Management,
L.P. (“WSC Management”) is the general partner of WSC and WSCQP, the agent and
attorney-in-fact for WS International, and the investment manager for HHMI.
WS
Capital, L.L.C. (“WS Capital”) is the general partner of WSC Management. Reid S.
Walker and G. Stacy Smith are principals of WS Capital. As a result, WSC
Management, WS Capital, and Messrs. Reid S. Walker and G. Stacy Smith possess
shared power to vote and to direct the disposition of the securities held by
the
WS Funds. In addition, as of April 29, 2008, WS Opportunity Fund, L.P. (“WSO”),
WS Opportunity Fund (Q.P.), L.P. (“WSOQP”), and WS Opportunity Fund
International, Ltd. (“WSO International” and collectively with WSO and WSOQP,
the "WSO Funds") owned in the aggregate 185,600 Shares. WS Ventures Management,
L.P. (“WSVM”) is the general partner of WSO and WSOQP and the agent and
attorney-in-fact for WSO International. WSV Management, L.L.C. (“WSV”) is the
general partner of WSVM. Reid S. Walker, G. Stacy Smith and Patrick P. Walker
are principals of WSV. As a result, WSVM, WSV, and Messrs. Reid S. Walker,
Patrick P. Walker and G. Stacy Smith possess shared power to vote and to direct
the disposition of the securities held by the WSO Funds. Thus, as of April
29,
2008, for the purposes of Reg. Section 240.13d-3, (i) Messrs. Reid S. Walker
and
G. Stacy Smith are deemed to beneficially own 1,406,417 Shares, or approximately
6.6% of the Shares deemed issued and outstanding as of April 29, 2008, (ii)
WS
Capital and WSC Management are deemed to beneficially own 1,220,817 Shares,
or
approximately 5.7% of the Shares deemed issued and outstanding as of April
29,
2008, and (iii) WSVM, WSV, and Mr. Patrick P. Walker are deemed to beneficially
own 185,600 Shares, or approximately 0.9% of the Shares deemed issued and
outstanding as of April 29, 2008.
As
of
April 21, 2008 (the “Reporting Date”), the WS Funds owned in the aggregate
1,150,203 Shares. In addition, as of the Reporting Date the WSO Funds owned
in
the aggregate 174,700 Shares. Thus, as of the Reporting Date, for the purposes
of Reg. Section 240.13d-3, (i) Messrs. Reid S. Walker and G. Stacy Smith are
deemed to beneficially own 1,324,903 Shares, or approximately 6.2% of the Shares
deemed issued and outstanding as of the Reporting Date, (ii) WS Capital and
WSC
Management are deemed to beneficially own 1,150,203 Shares, or approximately
5.4% of the Shares deemed issued and outstanding as of the Reporting Date,
and
(iii) WSVM, WSV, and Mr. Patrick P. Walker are deemed to beneficially own
174,700 Shares, or approximately 0.8% of the Shares deemed issued and
outstanding as of the Reporting Date.
Each
of
the reporting persons hereby expressly disclaims membership in a “group” under
Section 13(d) of the Act and the rules and regulations thereunder with respect
to the Shares reported herein, and this Schedule 13G shall not be deemed to
be
an admission that any such reporting person is a member of such a
group.
|
Item
1(a).
|
Name
of Issuer: Medcath Corporation
|
|
|
|
|
Item
1(b).
|
Address
of Issuer's Principal Executive Offices:
|
|
|
10720
Sikes Place, Suite 300
|
|
|
Charlotte,
North Carolina 28277
|
|
|
|
|
Item
2(a).
|
Name
of Person Filing:
|
|
|
WS
Capital, L.L.C.
|
|
|
WS
Capital Management, L.P.
|
|
|
WSV
Management, L.L.C.
|
|
|
WS
Ventures Management, L.P.
|
|
|
Reid
S. Walker
|
|
|
G.
Stacy Smith
|
|
|
Patrick
P. Walker
|
|
|
|
|
Item
2(b).
|
Address
of Principal Business Office or if none, Residence:
|
|
|
300
Crescent Court, Suite 1111
|
|
|
Dallas,
Texas 75201
|
|
|
|
|
Item
2(c).
|
Citizenship:
|
|
|
|
WS
Capital, L.L.C.:
|
Texas
|
|
|
WS
Capital Management, L.P.:
|
Texas
|
|
|
WSV
Management, L.L.C.:
|
Texas
|
|
|
WS
Ventures Management, L.P.:
|
Texas
|
|
|
Reid
S. Walker:
|
United
States
|
|
|
G.
Stacy Smith:
|
United
States
|
|
|
Patrick
P. Walker:
|
United
States
|
|
|
|
|
|
Item
2(d).
|
Title
of Class of Securities: Common Stock, par value $0.01 per
share
|
|
|
|
|
Item
2(e).
|
CUSIP
Number: 58404W109
|
|
|
|
|
Item
3.
|
Not
Applicable.
|
|
|
|
|
Item
4.
|
Ownership:
|
|
|
|
|
(a)
|
Amount
Beneficially Owned:
|
|
|
WS
Capital, L.L.C.:
|
1,220,817
*
|
*
Based
on
information set forth on the Form 10-Q of Medcath Corporation (the “Company”) as
filed with the Securities and Exchange Commission on February 11, 2008, there
were 21,287,085 shares of the Company’s common stock, par value $0.01 per share
(the “Shares”), issued and outstanding as of January 31, 2008. As of April 29,
2008, Walker Smith Capital, L.P. (“WSC”), Walker Smith Capital (Q.P.), L.P.
(“WSCQP”), Walker Smith International Fund, Ltd. (“WS International”) and HHMI
Investments, L.P. (“HHMI” and collectively with WSC, WSCQP and WS International,
the "WS Funds") owned in the aggregate 1,220,817 Shares. WS Capital Management,
L.P. (“WSC Management”) is the general partner of WSC and WSCQP, the agent and
attorney-in-fact for WS International, and the investment manager for HHMI.
WS
Capital, L.L.C. (“WS Capital”) is the general partner of WSC Management. Reid S.
Walker and G. Stacy Smith are principals of WS Capital. As a result, WSC
Management, WS Capital, and Messrs. Reid S. Walker and G. Stacy Smith possess
shared power to vote and to direct the disposition of the securities held by
the
WS Funds. In addition, as of April 29, 2008, WS Opportunity Fund, L.P. (“WSO”),
WS Opportunity Fund (Q.P.), L.P. (“WSOQP”), and WS Opportunity Fund
International, Ltd. (“WSO International” and collectively with WSO and WSOQP,
the "WSO Funds") owned in the aggregate 185,600 Shares. WS Ventures Management,
L.P. (“WSVM”) is the general partner of WSO and WSOQP and the agent and
attorney-in-fact for WSO International. WSV Management, L.L.C. (“WSV”) is the
general partner of WSVM. Reid S. Walker, G. Stacy Smith and Patrick P. Walker
are principals of WSV. As a result, WSVM, WSV, and Messrs. Reid S. Walker,
Patrick P. Walker and G. Stacy Smith possess shared power to vote and to direct
the disposition of the securities held by the WSO Funds. Thus, as of April
29,
2008, for the purposes of Reg. Section 240.13d-3, (i) Messrs. Reid S. Walker
and
G. Stacy Smith are deemed to beneficially own 1,406,417 Shares, or approximately
6.6% of the Shares deemed issued and outstanding as of April 29, 2008, (ii)
WS
Capital and WSC Management are deemed to beneficially own 1,220,817 Shares,
or
approximately 5.7% of the Shares deemed issued and outstanding as of April
29,
2008, and (iii) WSVM, WSV, and Mr. Patrick P. Walker are deemed to beneficially
own 185,600 Shares, or approximately 0.9% of the Shares deemed issued and
outstanding as of April 29, 2008.
|
|
WS
Capital Management, L.P.:
|
1,220,817*
|
|
|
WSV
Management, L.L.C.:
|
185,600*
|
|
|
WS
Ventures Management, L.P.:
|
185,600*
|
|
|
Reid
S. Walker:
|
1,406,417*
|
|
|
G.
Stacy Smith:
|
1,406,417*
|
|
|
Patrick
P. Walker:
|
185,600*
|
|
|
|
|
|
(b)
|
Percent
of Class:
|
|
|
|
WS
Capital, L.L.C.:
|
5.7%*
|
|
|
WS
Capital Management, L.P.:
|
5.7%*
|
|
|
WSV
Management, L.L.C.:
|
0.9%*
|
|
|
WS
Ventures Management, L.P.:
|
0.9%*
|
|
|
Reid
S. Walker:
|
6.6%*
|
|
|
G.
Stacy Smith:
|
6.6%*
|
|
|
Patrick
P. Walker:
|
0.9%*
|
|
|
|
|
(c)
|
Number
of shares as to which such person has:
|
|
|
|
|
|
(i)
sole
power to vote or to direct the
vote: 0*
|
|
|
|
|
|
(ii)
shared
power to vote or to direct the vote:
|
|
|
WS
Capital, L.L.C.:
1,220,817
*
|
As
of
April 21, 2008 (the “Reporting Date”), the WS Funds owned in the aggregate
1,150,203 Shares. In addition, as of the Reporting Date the WSO Funds owned
in
the aggregate 174,700 Shares. Thus, as of the Reporting Date, for the purposes
of Reg. Section 240.13d-3, (i) Messrs. Reid S. Walker and G. Stacy Smith are
deemed to beneficially own 1,324,903 Shares, or approximately 6.2% of the Shares
deemed issued and outstanding as of the Reporting Date, (ii) WS Capital and
WSC
Management are deemed to beneficially own 1,150,203 Shares, or approximately
5.4% of the Shares deemed issued and outstanding as of the Reporting Date,
and
(iii) WSVM, WSV, and Mr. Patrick P. Walker are deemed to beneficially own
174,700 Shares, or approximately 0.8% of the Shares deemed issued and
outstanding as of the Reporting Date.
Each
of
the reporting persons hereby expressly disclaims membership in a “group” under
Section 13(d) of the Act and the rules and regulations thereunder with respect
to the Shares reported herein, and this Schedule 13G shall not be deemed to
be
an admission that any such reporting person is a member of such a
group.
*
Based
on
information set forth on the Form 10-Q of Medcath Corporation (the “Company”) as
filed with the Securities and Exchange Commission on February 11, 2008, there
were 21,287,085 shares of the Company’s common stock, par value $0.01 per share
(the “Shares”), issued and outstanding as of January 31, 2008. As of April 29,
2008, Walker Smith Capital, L.P. (“WSC”), Walker Smith Capital (Q.P.), L.P.
(“WSCQP”), Walker Smith International Fund, Ltd. (“WS International”) and HHMI
Investments, L.P. (“HHMI” and collectively with WSC, WSCQP and WS International,
the "WS Funds") owned in the aggregate 1,220,817 Shares. WS Capital Management,
L.P. (“WSC Management”) is the general partner of WSC and WSCQP, the agent and
attorney-in-fact for WS International, and the investment manager for HHMI.
WS
Capital, L.L.C. (“WS Capital”) is the general partner of WSC Management. Reid S.
Walker and G. Stacy Smith are principals of WS Capital. As a result, WSC
Management, WS Capital, and Messrs. Reid S. Walker and G. Stacy Smith possess
shared power to vote and to direct the disposition of the securities held by
the
WS Funds. In addition, as of April 29, 2008, WS Opportunity Fund, L.P. (“WSO”),
WS Opportunity Fund (Q.P.), L.P. (“WSOQP”), and WS Opportunity Fund
International, Ltd. (“WSO International” and collectively with WSO and WSOQP,
the "WSO Funds") owned in the aggregate 185,600 Shares. WS Ventures Management,
L.P. (“WSVM”) is the general partner of WSO and WSOQP and the agent and
attorney-in-fact for WSO International. WSV Management, L.L.C. (“WSV”) is the
general partner of WSVM. Reid S. Walker, G. Stacy Smith and Patrick P. Walker
are principals of WSV. As a result, WSVM, WSV, and Messrs. Reid S. Walker,
Patrick P. Walker and G. Stacy Smith possess shared power to vote and to direct
the disposition of the securities held by the WSO Funds. Thus, as of April
29,
2008, for the purposes of Reg. Section 240.13d-3, (i) Messrs. Reid S. Walker
and
G. Stacy Smith are deemed to beneficially own 1,406,417 Shares, or approximately
6.6% of the Shares deemed issued and outstanding as of April 29, 2008, (ii)
WS
Capital and WSC Management are deemed to beneficially own 1,220,817 Shares,
or
approximately 5.7% of the Shares deemed issued and outstanding as of April
29,
2008, and (iii) WSVM, WSV, and Mr. Patrick P. Walker are deemed to beneficially
own 185,600 Shares, or approximately 0.9% of the Shares deemed issued and
outstanding as of April 29, 2008.
|
|
WS
Capital Management, L.P.:
|
1,220,817*
|
|
|
WSV
Management, L.L.C.:
|
185,600*
|
|
|
WS
Ventures Management, L.P.:
|
185,600*
|
|
|
Reid
S. Walker:
|
1,406,417*
|
|
|
G.
Stacy Smith:
|
1,406,417*
|
|
|
Patrick
P. Walker:
|
185,600*
|
|
|
|
|
(iii)
|
sole
power to dispose or to direct the disposition of: 0*
|
|
|
|
|
(iv)
|
shared
power to dispose or to direct the disposition of:
|
|
|
WS
Capital, L.L.C.:
|
1,220,817*
|
|
|
WS
Capital Management, L.P.:
|
1,220,817*
|
As
of
April 21, 2008 (the “Reporting Date”), the WS Funds owned in the aggregate
1,150,203 Shares. In addition, as of the Reporting Date the WSO Funds owned
in
the aggregate 174,700 Shares. Thus, as of the Reporting Date, for the purposes
of Reg. Section 240.13d-3, (i) Messrs. Reid S. Walker and G. Stacy Smith are
deemed to beneficially own 1,324,903 Shares, or approximately 6.2% of the Shares
deemed issued and outstanding as of the Reporting Date, (ii) WS Capital and
WSC
Management are deemed to beneficially own 1,150,203 Shares, or approximately
5.4% of the Shares deemed issued and outstanding as of the Reporting Date,
and
(iii) WSVM, WSV, and Mr. Patrick P. Walker are deemed to beneficially own
174,700 Shares, or approximately 0.8% of the Shares deemed issued and
outstanding as of the Reporting Date.
Each
of
the reporting persons hereby expressly disclaims membership in a “group” under
Section 13(d) of the Act and the rules and regulations thereunder with respect
to the Shares reported herein, and this Schedule 13G shall not be deemed to
be
an admission that any such reporting person is a member of such a
group.
*
Based
on
information set forth on the Form 10-Q of Medcath Corporation (the “Company”) as
filed with the Securities and Exchange Commission on February 11, 2008, there
were 21,287,085 shares of the Company’s common stock, par value $0.01 per share
(the “Shares”), issued and outstanding as of January 31, 2008. As of April 29,
2008, Walker Smith Capital, L.P. (“WSC”), Walker Smith Capital (Q.P.), L.P.
(“WSCQP”), Walker Smith International Fund, Ltd. (“WS International”) and HHMI
Investments, L.P. (“HHMI” and collectively with WSC, WSCQP and WS International,
the "WS Funds") owned in the aggregate 1,220,817 Shares. WS Capital Management,
L.P. (“WSC Management”) is the general partner of WSC and WSCQP, the agent and
attorney-in-fact for WS International, and the investment manager for HHMI.
WS
Capital, L.L.C. (“WS Capital”) is the general partner of WSC Management. Reid S.
Walker and G. Stacy Smith are principals of WS Capital. As a result, WSC
Management, WS Capital, and Messrs. Reid S. Walker and G. Stacy Smith possess
shared power to vote and to direct the disposition of the securities held by
the
WS Funds. In addition, as of April 29, 2008, WS Opportunity Fund, L.P. (“WSO”),
WS Opportunity Fund (Q.P.), L.P. (“WSOQP”), and WS Opportunity Fund
International, Ltd. (“WSO International” and collectively with WSO and WSOQP,
the "WSO Funds") owned in the aggregate 185,600 Shares. WS Ventures Management,
L.P. (“WSVM”) is the general partner of WSO and WSOQP and the agent and
attorney-in-fact for WSO International. WSV Management, L.L.C. (“WSV”) is the
general partner of WSVM. Reid S. Walker, G. Stacy Smith and Patrick P. Walker
are principals of WSV. As a result, WSVM, WSV, and Messrs. Reid S. Walker,
Patrick P. Walker and G. Stacy Smith possess shared power to vote and to direct
the disposition of the securities held by the WSO Funds. Thus, as of April
29,
2008, for the purposes of Reg. Section 240.13d-3, (i) Messrs. Reid S. Walker
and
G. Stacy Smith are deemed to beneficially own 1,406,417 Shares, or approximately
6.6% of the Shares deemed issued and outstanding as of April 29, 2008, (ii)
WS
Capital and WSC Management are deemed to beneficially own 1,220,817 Shares,
or
approximately 5.7% of the Shares deemed issued and outstanding as of April
29,
2008, and (iii) WSVM, WSV, and Mr. Patrick P. Walker are deemed to beneficially
own 185,600 Shares, or approximately 0.9% of the Shares deemed issued and
outstanding as of April 29, 2008.
As
of
April 21, 2008 (the “Reporting Date”), the WS Funds owned in the aggregate
1,150,203 Shares. In addition, as of the Reporting Date the WSO Funds owned
in
the aggregate 174,700 Shares. Thus, as of the Reporting Date, for the purposes
of Reg. Section 240.13d-3, (i) Messrs. Reid S. Walker and G. Stacy Smith are
deemed to beneficially own 1,324,903 Shares, or approximately 6.2% of the Shares
deemed issued and outstanding as of the Reporting Date, (ii) WS Capital and
WSC
Management are deemed to beneficially own 1,150,203 Shares, or approximately
5.4% of the Shares deemed issued and outstanding as of the Reporting Date,
and
(iii) WSVM, WSV, and Mr. Patrick P. Walker are deemed to beneficially own
174,700 Shares, or approximately 0.8% of the Shares deemed issued and
outstanding as of the Reporting Date.
Each
of
the reporting persons hereby expressly disclaims membership in a “group” under
Section 13(d) of the Act and the rules and regulations thereunder with respect
to the Shares reported herein, and this Schedule 13G shall not be deemed to
be
an admission that any such reporting person is a member of such a
group.
|
|
WSV
Management, L.L.C.:
|
185,600*
|
|
|
WS
Ventures Management, L.P.:
|
185,600*
|
|
|
Reid
S. Walker:
|
1,406,417*
|
|
|
G.
Stacy Smith:
|
1,406,417*
|
|
|
Patrick
P. Walker:
|
185,600*
|
|
Item
5.
|
Ownership
of Five Percent or Less of a Class:
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
.
|
|
Item
6.
|
Ownership
of More than Five Percent on Behalf of Another Person:
Not
applicable.
|
|
Item
7.
|
Identification
and Classification of Subsidiary Which Acquired the Securities:
Not
applicable.
|
|
Item
8.
|
Identification
and Classification of Members of the Group:
Not
applicable.
|
|
Item
9.
|
Notice
of Dissolution of Group:
Not
applicable.
|
*
Based
on
information set forth on the Form 10-Q of Medcath Corporation (the “Company”) as
filed with the Securities and Exchange Commission on February 11, 2008, there
were 21,287,085 shares of the Company’s common stock, par value $0.01 per share
(the “Shares”), issued and outstanding as of January 31, 2008. As of April 29,
2008, Walker Smith Capital, L.P. (“WSC”), Walker Smith Capital (Q.P.), L.P.
(“WSCQP”), Walker Smith International Fund, Ltd. (“WS International”) and HHMI
Investments, L.P. (“HHMI” and collectively with WSC, WSCQP and WS International,
the "WS Funds") owned in the aggregate 1,220,817 Shares. WS Capital Management,
L.P. (“WSC Management”) is the general partner of WSC and WSCQP, the agent and
attorney-in-fact for WS International, and the investment manager for HHMI.
WS
Capital, L.L.C. (“WS Capital”) is the general partner of WSC Management. Reid S.
Walker and G. Stacy Smith are principals of WS Capital. As a result, WSC
Management, WS Capital, and Messrs. Reid S. Walker and G. Stacy Smith possess
shared power to vote and to direct the disposition of the securities held
by the
WS Funds. In addition, as of April 29, 2008, WS Opportunity Fund, L.P. (“WSO”),
WS Opportunity Fund (Q.P.), L.P. (“WSOQP”), and WS Opportunity Fund
International, Ltd. (“WSO International” and collectively with WSO and WSOQP,
the "WSO Funds") owned in the aggregate 185,600 Shares. WS Ventures Management,
L.P. (“WSVM”) is the general partner of WSO and WSOQP and the agent and
attorney-in-fact for WSO International. WSV Management, L.L.C. (“WSV”) is the
general partner of WSVM. Reid S. Walker, G. Stacy Smith and Patrick P. Walker
are principals of WSV. As a result, WSVM, WSV, and Messrs. Reid S. Walker,
Patrick P. Walker and G. Stacy Smith possess shared power to vote and to
direct
the disposition of the securities held by the WSO Funds. Thus, as of April
29,
2008, for the purposes of Reg. Section 240.13d-3, (i) Messrs. Reid S. Walker
and
G. Stacy Smith are deemed to beneficially own 1,406,417 Shares, or approximately
6.6% of the Shares deemed issued and outstanding as of April 29, 2008, (ii)
WS
Capital and WSC Management are deemed to beneficially own 1,220,817 Shares,
or
approximately 5.7% of the Shares deemed issued and outstanding as of April
29,
2008, and (iii) WSVM, WSV, and Mr. Patrick P. Walker are deemed to beneficially
own 185,600 Shares, or approximately 0.9% of the Shares deemed issued and
outstanding as of April 29, 2008.
As
of
April 21, 2008 (the “Reporting Date”), the WS Funds owned in the aggregate
1,150,203 Shares. In addition, as of the Reporting Date the WSO Funds owned
in
the aggregate 174,700 Shares. Thus, as of the Reporting Date, for the purposes
of Reg. Section 240.13d-3, (i) Messrs. Reid S. Walker and G. Stacy Smith are
deemed to beneficially own 1,324,903 Shares, or approximately 6.2% of the Shares
deemed issued and outstanding as of the Reporting Date, (ii) WS Capital and
WSC
Management are deemed to beneficially own 1,150,203 Shares, or approximately
5.4% of the Shares deemed issued and outstanding as of the Reporting Date,
and
(iii) WSVM, WSV, and Mr. Patrick P. Walker are deemed to beneficially own
174,700 Shares, or approximately 0.8% of the Shares deemed issued and
outstanding as of the Reporting Date.
Each
of
the reporting persons hereby expressly disclaims membership in a “group” under
Section 13(d) of the Act and the rules and regulations thereunder with respect
to the Shares reported herein, and this Schedule 13G shall not be deemed to
be
an admission that any such reporting person is a member of such a
group.
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.
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.
|
|
April
29, 2008
|
|
|
|
|
|
WS
CAPITAL, L.L.C.
|
|
|
|
|
|
By:
|
/s/
Reid S. Walker
|
|
|
|
|
Reid
S. Walker, Member
|
|
|
|
|
|
|
|
|
WS
CAPITAL MANAGEMENT, L.P.
|
|
|
|
|
|
|
|
By:
|
WS
Capital, L.L.C., its general partner
|
|
|
By:
|
/s/
Reid S. Walker
|
|
|
|
|
Reid
S. Walker, Member
|
|
|
|
|
|
|
|
|
WSV
MANAGEMENT, L.L.C.
|
|
|
|
|
|
|
|
By:
|
/s/
Reid S. Walker
|
|
|
|
|
Reid
S. Walker, Member
|
|
|
|
|
|
|
|
|
WS
VENTURES MANAGEMENT, L.P.
|
|
|
|
|
|
|
|
By:
|
WSV
Management, L.L.C., its general partner
|
|
|
By:
|
/s/
Reid S. Walker
|
|
|
|
|
Reid
S. Walker, Member
|
|
|
|
|
|
|
|
|
/s/
Reid S. Walker
|
|
|
|
REID
S. WALKER
|
|
|
|
/s/
G. Stacy Smith
|
|
|
|
G.
STACY SMITH
|
|
|
|
|
|
|
|
|
/s/
Patrick P. Walker
|
|
|
|
PATRICK
P. WALKER
|
|
Attention:
Intentional misstatements or omissions of fact constitute Federal criminal
violations (See 18 U.S.C. 1001)
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