- Statement of Ownership (SC 13G)
12 Februar 2009 - 8:38PM
Edgar (US Regulatory)
|
|
|
|
|
|
OMB APPROVAL
|
|
|
|
OMB Number: 3235-0145
|
|
|
|
Expires: February 28, 2009
|
|
|
|
Estimated average burden hours per response...10.4
|
|
|
|
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13G
Under the Securities Exchange Act of 1934
(Amendment No. )*
American Dental Partners, Inc.
(Name of Issuer)
Common Stock, $0.01 par value
(Title of Class of Securities)
025353103
(CUSIP Number)
December 31, 2008
(Date of Event Which Requires Filing of this Statement)
Check the appropriate box to designate the rule pursuant to which this Schedule is filed:
þ
Rule 13d-1(b)
o
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).
|
|
|
|
|
|
|
|
1
|
|
NAMES OF REPORTING PERSONS
Teton Capital Partners, L.P.
|
|
|
|
|
|
|
|
|
|
2
|
|
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
|
|
|
(a)
o
|
|
|
(b)
o
|
|
|
|
|
|
3
|
|
SEC USE ONLY
|
|
|
|
|
|
|
|
|
|
|
|
4
|
|
CITIZENSHIP OR PLACE OF ORGANIZATION
|
|
|
|
|
|
Texas
|
|
|
|
|
|
|
|
5
|
|
SOLE VOTING POWER
|
|
|
|
|
|
NUMBER OF
|
|
945,049
|
|
|
|
|
|
|
SHARES
|
6
|
|
SHARED VOTING POWER
|
|
BENEFICIALLY
|
|
|
|
OWNED BY
|
|
0
|
|
|
|
|
|
|
EACH
|
7
|
|
SOLE DISPOSITIVE POWER
|
|
REPORTING
|
|
|
|
PERSON
|
|
945,049
|
|
|
|
|
|
|
WITH:
|
8
|
|
SHARED DISPOSITIVE POWER
|
|
|
|
|
|
|
|
0
|
|
|
|
|
|
9
|
|
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
|
|
|
|
|
|
945,049
|
|
|
|
|
|
10
|
|
CHECK IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES
|
|
|
|
|
|
o
|
|
|
|
|
|
11
|
|
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
|
|
|
|
|
|
7.3%**
|
|
|
|
|
|
12
|
|
TYPE OF REPORTING PERSON
|
|
|
|
|
|
PN
|
**SEE ITEM
4(b).
2
|
|
|
|
|
|
|
|
1
|
|
NAMES OF REPORTING PERSONS
Ancient Art, L.P.
|
|
|
|
|
|
|
|
|
|
2
|
|
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
|
|
|
(a)
o
|
|
|
(b)
o
|
|
|
|
|
|
3
|
|
SEC USE ONLY
|
|
|
|
|
|
|
|
|
|
|
|
4
|
|
CITIZENSHIP OR PLACE OF ORGANIZATION
|
|
|
|
|
|
Texas
|
|
|
|
|
|
|
|
5
|
|
SOLE VOTING POWER
|
|
|
|
|
|
NUMBER OF
|
|
0
|
|
|
|
|
|
|
SHARES
|
6
|
|
SHARED VOTING POWER
|
|
BENEFICIALLY
|
|
|
|
OWNED BY
|
|
945,049
|
|
|
|
|
|
|
EACH
|
7
|
|
SOLE DISPOSITIVE POWER
|
|
REPORTING
|
|
|
|
PERSON
|
|
0
|
|
|
|
|
|
|
WITH:
|
8
|
|
SHARED DISPOSITIVE POWER
|
|
|
|
|
|
|
|
945,049
|
|
|
|
|
|
9
|
|
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
|
|
|
|
|
|
945,049
|
|
|
|
|
|
10
|
|
CHECK IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES
|
|
|
|
|
|
o
|
|
|
|
|
|
11
|
|
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
|
|
|
|
|
|
7.3%**
|
|
|
|
|
|
12
|
|
TYPE OF REPORTING PERSON
|
|
|
|
|
|
PN, IA
|
**SEE ITEM
4(b).
3
|
|
|
|
|
|
|
|
1
|
|
NAMES OF REPORTING PERSONS
Whitney, L.P.
|
|
|
|
|
|
|
|
|
|
2
|
|
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
|
|
|
(a)
o
|
|
|
(b)
o
|
|
|
|
|
|
3
|
|
SEC USE ONLY
|
|
|
|
|
|
|
|
|
|
|
|
4
|
|
CITIZENSHIP OR PLACE OF ORGANIZATION
|
|
|
|
|
|
Texas
|
|
|
|
|
|
|
|
5
|
|
SOLE VOTING POWER
|
|
|
|
|
|
NUMBER OF
|
|
0
|
|
|
|
|
|
|
SHARES
|
6
|
|
SHARED VOTING POWER
|
|
BENEFICIALLY
|
|
|
|
OWNED BY
|
|
945,049
|
|
|
|
|
|
|
EACH
|
7
|
|
SOLE DISPOSITIVE POWER
|
|
REPORTING
|
|
|
|
PERSON
|
|
0
|
|
|
|
|
|
|
WITH:
|
8
|
|
SHARED DISPOSITIVE POWER
|
|
|
|
|
|
|
|
945,049
|
|
|
|
|
|
9
|
|
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
|
|
|
|
|
|
945,049
|
|
|
|
|
|
10
|
|
CHECK IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES
|
|
|
|
|
|
o
|
|
|
|
|
|
11
|
|
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
|
|
|
|
|
|
7.3%**
|
|
|
|
|
|
12
|
|
TYPE OF REPORTING PERSON
|
|
|
|
|
|
PN
|
**SEE ITEM
4(b).
4
|
|
|
|
|
|
|
|
1
|
|
NAMES OF REPORTING PERSONS
Trango II, L.L.C.
|
|
|
|
|
|
|
|
|
|
2
|
|
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
|
|
|
(a)
o
|
|
|
(b)
o
|
|
|
|
|
|
3
|
|
SEC USE ONLY
|
|
|
|
|
|
|
|
|
|
|
|
4
|
|
CITIZENSHIP OR PLACE OF ORGANIZATION
|
|
|
|
|
|
Texas
|
|
|
|
|
|
|
|
5
|
|
SOLE VOTING POWER
|
|
|
|
|
|
NUMBER OF
|
|
0
|
|
|
|
|
|
|
SHARES
|
6
|
|
SHARED VOTING POWER
|
|
BENEFICIALLY
|
|
|
|
OWNED BY
|
|
945,049
|
|
|
|
|
|
|
EACH
|
7
|
|
SOLE DISPOSITIVE POWER
|
|
REPORTING
|
|
|
|
PERSON
|
|
0
|
|
|
|
|
|
|
WITH:
|
8
|
|
SHARED DISPOSITIVE POWER
|
|
|
|
|
|
|
|
945,049
|
|
|
|
|
|
9
|
|
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
|
|
|
|
|
|
945,049
|
|
|
|
|
|
10
|
|
CHECK IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES
|
|
|
|
|
|
o
|
|
|
|
|
|
11
|
|
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
|
|
|
|
|
|
7.3%**
|
|
|
|
|
|
12
|
|
TYPE OF REPORTING PERSON
|
|
|
|
|
|
OO
|
**SEE ITEM
4(b).
5
|
|
|
|
|
|
|
|
1
|
|
NAMES OF REPORTING PERSONS
Quincy J. Lee
|
|
|
|
|
|
|
|
|
|
2
|
|
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
|
|
|
(a)
o
|
|
|
(b)
o
|
|
|
|
|
|
3
|
|
SEC USE ONLY
|
|
|
|
|
|
|
|
|
|
|
|
4
|
|
CITIZENSHIP OR PLACE OF ORGANIZATION
|
|
|
|
|
|
United States
|
|
|
|
|
|
|
|
5
|
|
SOLE VOTING POWER
|
|
|
|
|
|
NUMBER OF
|
|
0
|
|
|
|
|
|
|
SHARES
|
6
|
|
SHARED VOTING POWER
|
|
BENEFICIALLY
|
|
|
|
OWNED BY
|
|
945,049
|
|
|
|
|
|
|
EACH
|
7
|
|
SOLE DISPOSITIVE POWER
|
|
REPORTING
|
|
|
|
PERSON
|
|
0
|
|
|
|
|
|
|
WITH:
|
8
|
|
SHARED DISPOSITIVE POWER
|
|
|
|
|
|
|
|
945,049
|
|
|
|
|
|
9
|
|
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
|
|
|
|
|
|
945,049
|
|
|
|
|
|
10
|
|
CHECK IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES
|
|
|
|
|
|
o
|
|
|
|
|
|
11
|
|
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
|
|
|
|
|
|
7.3%**
|
|
|
|
|
|
12
|
|
TYPE OF REPORTING PERSON
|
|
|
|
|
|
IN
|
**SEE ITEM
4(b).
6
SCHEDULE 13G
This Schedule 13G (the “Schedule 13G”) relates to shares of common stock, $0.01 par value
(“Common Stock”), of American Dental Partners, Inc., a Delaware corporation (the “Issuer”), and is
being filed on behalf of (i) Teton Capital Partners, L.P. (“Fund ”), a Texas limited partnership,
(ii) Ancient Art, L.P. (“Ancient Art”), a Texas limited partnership, as the investment manager to
the Fund, (iii) Whitney, L.P. (“Whitney”), a Texas limited partnership, as the general partner to
the Fund, (iv) Trango II, L.L.C. (“Trango”), a Texas limited liability company, as the general
partner of both Ancient Art and Whitney, and (v) Quincy J. Lee, the principal of Trango (the
persons mentioned in (ii) (iii), (iv) and (v) are referred to as the “Teton Management Group,” and
together with the Fund, the “Reporting Persons”). All shares of Common Stock are held by the Fund.
Item 1(a) Name of Issuer.
American Dental Partners, Inc.
Item 1(b) Address of Issuer’s Principal Executive Offices.
401 Edgewater Place, Suite 430
Wakefield, Massachusetts 01880
Item 2(a) Name of Person Filing.
(i) Teton Capital Partners, L.P. (“Fund”), (ii) Ancient Art, L.P. (“Ancient Art”)
(iii) Whitney, L.P. (“Whitney”), (iv) Trango II, L.L.C. (“Trango”) and (v) Quincy J.
Lee.
Item 2(b) Address of Principal Business Office, or, if none, Residence.
610 West 5th Street, Suite 600
Austin, Texas 78701.
Item 2(c) Citizenship or Place of Organization.
Fund is a Texas limited partnership. Ancient Art is a Texas limited partnership.
Whitney is a Texas limited partnership. Trango is a Texas limited liability
company. Mr. Lee is a United States citizen.
Item 2(d) Title of Class of Securities.
Common stock, $0.01 par value (the “Common Stock”).
Item 2(e) CUSIP Number.
025353103
7
|
|
|
|
|
Item 3
|
|
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:
|
|
|
(a)
|
|
o
Broker or dealer registered under section 15 of the Act (15 U.S.C. 78o).
|
|
|
(b)
|
|
o
Bank as defined in section 3(a)(6) of the Act (15 U.S.C. 78c).
|
|
|
(c)
|
|
o
Insurance company as defined in section 3(a)(19) of the Act (15 U.S.C. 78c).
|
|
|
|
|
(d)
|
|
o
Investment company registered under section 8 of the Investment Company Act of 1940 (15
U.S.C. 80a-8).
|
|
|
(e)
|
|
þ
An investment advisor in accordance with §240.13d-1(b)(1)(ii)(E).
|
|
|
(f)
|
|
o
An employee benefit plan or endowment fund in accordance with §240.13d-1(b)(1)(ii)(F).
|
|
|
(g)
|
|
o
A parent holding company or control person in accordance with §240.13d-1(b)(1)(ii)(G).
|
|
|
|
|
(h)
|
|
o
A savings association as defined in Section 3(b) of the Federal Deposit Insurance Act
(12 U.S.C. 1813).
|
|
|
|
|
(i)
|
|
o
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).
|
|
|
|
|
(j)
|
|
o
Group, in accordance with §240.13d-1(b)(1)(ii)(J).
|
Item 4 Ownership
.
|
|
(a)
|
|
The Fund may be deemed the beneficial owner of 945,049 shares
of Common Stock it holds. The Teton Management Group may be deemed the
beneficial owner of 945,049 shares of Common Stock held by the Fund.
|
|
|
(b)
|
|
The Fund may be deemed the beneficial owner of 7.3%, and the
Teton Management Group may be deemed the beneficial owner of 7.3%, of the
Issuer’s outstanding shares of Common Stock, which such percentages were
calculated by dividing (i) 945,049 (the number of shares of Common Stock held
by the Fund) by (ii) 12,901,741 shares of Common Stock outstanding as of
November 3, 2008, as reported in the Issuer’s most recent Form 10-Q filed with
the Securities and Exchange Commission on November 7, 2008.
|
|
|
(c)
|
|
The Teton Management Group has the shared power to vote and
dispose of the 945,049 shares of Common Stock held by Fund. The Fund has the
sole power to vote and dispose of the 945,049 shares of Common Stock it holds.
|
Item 5 Ownership of Five Percent or Less of a Class.
Inapplicable.
8
Item 6 Ownership of More Than Five Percent on Behalf of Another Person.
Inapplicable.
|
|
|
|
|
Item 7
|
|
Identification and Classification of the Subsidiary which Acquired the Security Being
Reported On by the Parent Holding Company.
|
Inapplicable.
Item 8 Identification and Classification of Members of the Group.
Inapplicable.
Item 9 Notice of Dissolution of Group.
Inapplicable.
Item 10 Certification.
By signing below each of the Reporting Persons certifies that, to the best of such
person’s knowledge and belief, the securities referred to above were acquired and
held in the ordinary course of business and were not acquired and were 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.
Exhibits
Exhibit 1
Joint Filing Agreement by and among the Reporting Persons.
9
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.
Date: February 12, 2009
Teton Capital Partners, L.P.
By: Whitney, L.P., its general partner
By: Trango II, L.L.C., its general partner
|
|
|
|
|
|
|
|
By:
|
/s/ Quincy J. Lee
|
|
|
|
|
Name:
|
Quincy J. Lee
|
|
|
|
|
Title:
|
Manager
|
|
Whitney, L.P.
By: Trango II, L.L.C., its general partner
|
|
|
|
|
|
|
|
By:
|
/s/ Quincy J. Lee
|
|
|
|
|
Name:
|
Quincy J. Lee
|
|
|
|
|
Title:
|
Manager
|
|
Ancient Art, L.P.
By: Trango II, L.L.C., its general partner
|
|
|
|
|
|
|
|
By:
|
/s/ Quincy J. Lee
|
|
|
|
|
Name:
|
Quincy J. Lee
|
|
|
|
|
Title:
|
Manager
|
|
|
|
|
|
|
|
|
|
Trango II, L.L.C.
|
|
|
|
By:
|
/s/ Quincy J. Lee
|
|
|
|
|
Name:
|
Quincy J. Lee
|
|
|
|
|
Title:
|
Manager
|
|
|
|
|
|
/s/ Quincy J. Lee
|
|
|
|
Quincy J. Lee
|
|
10
EXHIBIT INDEX
Exhibit 1
Joint Filing Agreement by and among the Reporting Persons.
11
American Dental Partners (NASDAQ:ADPI)
Historical Stock Chart
Von Jun 2024 bis Jul 2024
American Dental Partners (NASDAQ:ADPI)
Historical Stock Chart
Von Jul 2023 bis Jul 2024
