- Amended Statement of Ownership (SC 13G/A)
16 Februar 2010 - 10:18PM
Edgar (US Regulatory)
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13G/A
Under the Securities Exchange Act of 1934
(Amendment No. 1)*
American Dental Partners, Inc.
(Name of Issuer)
Common Stock, $0.01 par value
(Title of Class of Securities)
025353103
(CUSIP Number)
December 31, 2009
(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 persons 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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1
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NAMES OF REPORTING PERSONS
Teton Capital Partners, 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)
o
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(b)
o
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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
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Texas
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5
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SOLE VOTING POWER
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NUMBER OF
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1,230,520
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SHARES
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6
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SHARED VOTING POWER
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BENEFICIALLY
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OWNED BY
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0
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EACH
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7
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SOLE DISPOSITIVE POWER
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REPORTING
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PERSON
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1,230,520
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WITH:
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8
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SHARED DISPOSITIVE POWER
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0
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9
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AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
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1,230,520
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10
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CHECK IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS)
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o
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11
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PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
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7.8% **
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12
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TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)
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PN
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**SEE ITEM 4(b).
2
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1
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NAMES OF REPORTING PERSONS
Ancient Art, 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)
o
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(b)
o
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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
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Texas
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5
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SOLE VOTING POWER
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NUMBER OF
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0
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SHARES
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6
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SHARED VOTING POWER
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BENEFICIALLY
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OWNED BY
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1,230,520
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EACH
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7
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SOLE DISPOSITIVE POWER
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REPORTING
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PERSON
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0
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WITH:
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8
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SHARED DISPOSITIVE POWER
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1,230,520
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9
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AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
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1,230,520
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10
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CHECK IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS)
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o
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11
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PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
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7.8%**
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12
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TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)
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PN, IA
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**SEE ITEM 4(b).
3
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1
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NAMES OF REPORTING PERSONS
Whitney, 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)
o
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(b)
o
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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
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Texas
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5
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SOLE VOTING POWER
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NUMBER OF
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0
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SHARES
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6
|
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SHARED VOTING POWER
|
BENEFICIALLY
|
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OWNED BY
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1,230,520
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|
|
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EACH
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7
|
|
SOLE DISPOSITIVE POWER
|
REPORTING
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PERSON
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0
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WITH:
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8
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SHARED DISPOSITIVE POWER
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1,230,520
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|
|
9
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AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
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|
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|
1,230,520
|
|
|
|
10
|
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CHECK IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS)
|
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|
|
o
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|
|
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11
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PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
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7.8%**
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12
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TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)
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PN
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**SEE ITEM 4(b).
4
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1
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NAMES OF REPORTING PERSONS
Trango II, L.L.C.
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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)
o
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(b)
o
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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
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Texas
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5
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SOLE VOTING POWER
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NUMBER OF
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0
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|
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SHARES
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6
|
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SHARED VOTING POWER
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BENEFICIALLY
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OWNED BY
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1,230,520
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|
|
|
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EACH
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7
|
|
SOLE DISPOSITIVE POWER
|
REPORTING
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PERSON
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0
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WITH:
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8
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SHARED DISPOSITIVE POWER
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1,230,520
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9
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AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
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1,230,520
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|
|
|
10
|
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CHECK IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS)
|
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|
|
o
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|
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11
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PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
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7.8%**
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12
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TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)
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OO
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**SEE ITEM 4(b).
5
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1
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NAMES OF REPORTING PERSONS
Quincy J. Lee
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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)
o
|
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(b)
o
|
|
|
|
3
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SEC USE ONLY
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4
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CITIZENSHIP OR PLACE OF ORGANIZATION
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United States
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5
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SOLE VOTING POWER
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|
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NUMBER OF
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0
|
|
|
|
|
SHARES
|
6
|
|
SHARED VOTING POWER
|
BENEFICIALLY
|
|
|
OWNED BY
|
|
1,230,520
|
|
|
|
|
EACH
|
7
|
|
SOLE DISPOSITIVE POWER
|
REPORTING
|
|
|
PERSON
|
|
0
|
|
|
|
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WITH:
|
8
|
|
SHARED DISPOSITIVE POWER
|
|
|
|
|
|
1,230,520
|
|
|
|
9
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AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
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|
|
|
1,230,520
|
|
|
|
10
|
|
CHECK IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS)
|
|
|
|
o
|
|
|
|
11
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PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
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7.8%**
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12
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TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)
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IN
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**SEE ITEM 4(b).
6
SCHEDULE 13G/A
This Amendment No. 1 to Schedule 13G (this Amendment) 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. (the 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 of 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) above are referred to
herein as the Teton Management Group, and, together with the Fund, the Reporting Persons). All
shares of Common Stock are held by the Fund.
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Item 1(a)
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Name of Issuer.
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American Dental Partners, Inc.
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Item 1(b)
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Address of Issuers Principal Executive Offices.
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401 Edgewater Place, Suite 430
Wakefield, Massachusetts 01880
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Item 2(a)
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Name of Person Filing.
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(i) Teton Capital Partners, L.P. (the 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.
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Item 2(b)
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Address of Principal Business Office, or, if none, Residence.
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610 West 5th Street, Suite 600
Austin, Texas 78701
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Item 2(c)
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Citizenship or Place of Organization.
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The 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.
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Item 2(d)
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Title of Class of Securities.
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Common Stock, $0.01 par value (the Common Stock).
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Item 2(e)
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CUSIP Number.
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025353103
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7
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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
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
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
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
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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þ
An investment advisor in accordance with §240.13d-1(b)(1)(ii)(E).
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(f)
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o
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
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
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
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
Group, in accordance with §240.13d-1(b)(1)(ii)(J).
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(a)
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The Fund may be deemed the beneficial owner of 1,230,520 shares
of Common Stock it holds. The Teton Management Group may be deemed the
beneficial owner of 1,230,520 shares of Common Stock held by the Fund.
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(b)
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The Fund may be deemed the beneficial owner of 7.8%, and the
Teton Management Group may be deemed the beneficial owner of 7.8%, of the
Issuers outstanding shares of Common Stock. These percentages were calculated
by dividing (i) 1,230,520, the number of shares of Common Stock held by the
Fund, by (ii) 15,680,755, the number shares of Common Stock issued and
outstanding as of November 2, 2009, as reported in the Issuers most recent
Form 10-Q filed with the Securities and Exchange Commission on November 9,
2009.
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(c)
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The Fund has the sole power to vote and dispose of the
1,230,520 shares of Common Stock it holds. The Teton Management Group has the
shared power to vote and dispose of the 1,230,520 shares of Common Stock held
by Fund.
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Item 5
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Ownership of Five Percent or Less of a Class.
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Inapplicable.
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8
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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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Inapplicable.
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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.
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Inapplicable.
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Item 8
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Identification and Classification of Members of the Group.
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Inapplicable.
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Item 9
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Notice of Dissolution of Group.
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Inapplicable.
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Item 10
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Certification.
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By signing below each of the Reporting Persons certifies that, to the best of such
persons 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.
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Exhibits
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Exhibit 1
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Joint Filing Agreement by and among the Reporting Persons.
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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 16, 2010
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Teton Capital Partners, L.P.
By: Whitney, L.P., its general partner
By: Trango II, L.L.C., its general partner
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By:
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/s/ Quincy J. Lee
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Name:
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Quincy J. Lee
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Title:
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Manager
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Ancient Art, L.P.
By: Trango II, L.L.C., its general partner
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By:
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/s/ Quincy J. Lee
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Name:
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Quincy J. Lee
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Title:
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Manager
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Whitney, L.P.
By: Trango II, L.L.C., its general partner
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By:
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/s/ Quincy J. Lee
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Name:
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Quincy J. Lee
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Title:
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Manager
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Trango II, L.L.C.
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By:
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/s/ Quincy J. Lee
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Name:
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Quincy J. Lee
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Title:
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Manager
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/s/ Quincy J. Lee
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Quincy J. Lee
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10
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