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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
SCHEDULE 13D/A
UNDER THE SECURITIES EXCHANGE ACT OF 1934
(AMENDMENT NO. 2)*
--
CONMED CORPORATION
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(Name of Issuer)
COMMON STOCK, PAR VALUE $.01 PER SHARE
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(Title of Class of Securities)
207410101
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(CUSIP Number)
JEROME J. LANDE
MMI INVESTMENTS, L.P.
152 West 57th Street
New York, New York 10019
(212) 586-4333
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(Name, Address and Telephone Number of Person Authorized to
Receive Notices and Communications)
July 13, 2004
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(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 Sections 240.13d-1(e), 240.13d-1(f) or 240.13d-1(g),
check the following box. / /
NOTE: Schedules filed in paper format shall include a signed original
and five copies of the schedule, including all exhibits. See Section
240.13d-7 for other parties to whom copies are to be sent.
*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 disclosures provided in a prior cover page.
The information required on 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).
PERSONS WHO RESPOND TO THE COLLECTION OF INFORMATION CONTAINED IN THIS FORM ARE
NOT REQUIRED TO RESPOND UNLESS THE FORM DISPLAYS A CURRENTLY VALID
OMB CONTROL NUMBER.
SEC 1746 (11-02)
Page 2 of 9
1 NAMES OF REPORTING PERSONS.
I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY).
MMI Investments, L.P.
I.R.S. Identification No.: 141810589
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2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (See Instructions)
(a) [ ]
(b) [ ]
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3 SEC USE ONLY
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4 SOURCE OF FUNDS (See Instructions)
00
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5 CHECK IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT
TO ITEMS 2(d) OR 2(e) [ ]
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6 CITIZENSHIP OR PLACE OF ORGANIZATION
Delaware
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7 SOLE VOTING POWER
NUMBER OF
926,814
SHARES -----------------------------------------------------------------
8 SHARED VOTING POWER
BENEFICIALLY
OWNED BY EACH -----------------------------------------------------------------
9 SOLE DISPOSITIVE POWER
REPORTING
926,814
PERSON -----------------------------------------------------------------
10 SHARED DISPOSITIVE POWER
WITH
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11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
926,814
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12 CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES
CERTAIN SHARES (See Instructions) [ ]
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13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
3.1%
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14 TYPE OF REPORTING PERSON (See Instructions)
PN
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Page 3 of 9
1 NAMES OF REPORTING PERSONS.
I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY).
MCM Management, LLC
I.R.S. Identification No.: 141814578
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2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (See Instructions)
(a) [ ]
(b) [ ]
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3 SEC USE ONLY
--------------------------------------------------------------------------------
4 SOURCE OF FUNDS (See Instructions)
AF
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5 CHECK IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT
TO ITEMS 2(d) OR 2(e) [ ]
--------------------------------------------------------------------------------
6 CITIZENSHIP OR PLACE OF ORGANIZATION
--------------------------------------------------------------------------------
7 SOLE VOTING POWER
NUMBER OF
926,814
SHARES -----------------------------------------------------------------
8 SHARED VOTING POWER
BENEFICIALLY
OWNED BY EACH -----------------------------------------------------------------
9 SOLE DISPOSITIVE POWER
REPORTING
926,814
PERSON -----------------------------------------------------------------
10 SHARED DISPOSITIVE POWER
WITH
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11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
926,814
--------------------------------------------------------------------------------
12 CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES
CERTAIN SHARES (See Instructions) [ ]
--------------------------------------------------------------------------------
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
3.1%
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14 TYPE OF REPORTING PERSON (See Instructions)
00
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Page 4 of 9
ITEM 1. SECURITY AND ISSUES
This Amendment No. 2 to Schedule 13D (this "Statement") relates to the
Common Stock, Par Value $.01 Per Share (the "Common Stock"), of CONMED
Corporation, a New York corporation (the "Issuer"), the principal executive
offices of which are located at 525 French Road, Utica, New York 13502. This
Amendment No. 2 amends and restates in full as set forth below Items 3, 5 and 6
of the Schedule 13D as originally deemed filed on May 6, 2003 ("Original
Schedule 13D"), and as amended by Amendment No. 1, filed on October 29, 2003.
Terms not defined in this Amendment No. 2 shall have the respective meanings
given to such terms in the Original Schedule 13D. This Amendment No. 2 also
includes Item 7 for purposes of incorporating by reference a previously filed
exhibit.
ITEM 3. SOURCE AND AMOUNT OF FUNDS OR OTHER CONSIDERATIONS
The total purchase price (including brokerage commissions) of the 926,814
shares of Common Stock (the "Shares") purchased by MMI Investments was
$17,500,022, all of which has been financed by incurring margin loans. These
margin loans were obtained from Bear, Stearns & Co. Inc. under customary terms
and conditions.
Page 5 of 9
ITEM 5. INTEREST IN SECURITIES OF THE ISSUER
(a)-(b) Based on 29,725,874 shares of Common Stock outstanding as of May 6,
2004 as reported in the Issuer's Quarterly Report on Form 10-Q filed May 7,
2004, the Shares owned by MMI Investments represent approximately 3.1% of the
outstanding Common Stock. MMI Investments has the sole power to direct the vote
and disposition of such Shares on the date of this Statement. However, by virtue
of being the general partner of MMI Investments, MCM may be deemed to be the
beneficial owner of the Shares owned by MMI Investments and to have sole power
over the voting and disposition of such Shares as a result of its having the
sole power to make voting and disposition decisions on behalf of MMI Investments
with respect to such Shares.
Except for the Shares owned by MMI Investments, as of the date hereof,
neither MCM nor, to MMI Investments' and MCM's knowledge, any of the persons
listed on Schedule I, owns any Common Stock of the Issuer or has any right to
acquire, directly or indirectly, any beneficial ownership of other Common Stock
of the Issuer.
(c) Except for the open market sales of Common Stock by MMI Investments set
forth in Schedule II attached hereto and incorporated herein by reference, there
have been no transactions with respect to the Common Stock during the past 60
days by MMI Investments, MCM, or, to either Reporting Person's knowledge, any of
the persons listed on Schedule I.
(d) No person other than MMI Investments is known to either Reporting
Person to have the right to receive or the power to direct the receipt of
dividends from or the proceeds from the sale of, any of the Shares referred to
in Item 5(a) above.
(e) The Reporting Persons ceased to be the beneficial owner of more then 5%
of the Common Stock of the Issuer on July 13, 2004.
ITEM 6. CONTRACTS, ARRANGEMENTS, UNDERSTANDINGS, OR RELATIONSHIPS WITH RESPECT
TO SECURITIES OF THE ISSUER
By virtue of being the general partner of MMI Investments, MCM may be
deemed to be the beneficial owner of the Shares of the Issuer owned by MMI
Investments. Other than as described in Item 3 of this Statement (and the Joint
Filing Agreement filed as an Exhibit to the Original Schedule 13D) there are no
contracts, arrangements or understandings between the reporting persons or
between either of the Reporting Persons and any other person with respect to any
securities of the Issuer.
ITEM 7. MATERIAL TO BE FILED AS EXHIBITS
See Exhibit Index appearing elsewhere herein, which is incorporated herein
by reference.
Page 6 of 9
SIGNATURE
After reasonable inquiry and to the best of my knowledge and belief, the
undersigned certify that the information set forth in this statement is true,
complete, and correct.
Pursuant to Rule 13d-1(k)(1)(iii) of Regulation 13D-G of the General Rules
and Regulations of the Securities and Exchange Commission under the Securities
Exchange Act of 1934, as amended, the undersigned agree that the attached
statement is filed on behalf of each of them.
Date: July 16, 2004
MMI INVESTMENTS, L.P.
By: MCM Management, LLC
General Partner
By: /s/ JEROME J. LANDE
------------------------------
Jerome J. Lande
Vice President
MCM MANAGEMENT, LLC
By: /s/ JEROME J. LANDE
------------------------------
Jerome J. Lande
Vice President
Page 7 of 9
SCHEDULE I
MCM MANAGEMENT, LLC ("MCM")
Voting Members and Executive Officers
NAME AND BUSINESS ADDRESS POSITION AND PRINCIPAL OCCUPATION
John S. Dyson Voting Member and Chairman of MCM;
152 West 57th Street Voting Member and Chairman of Millcap
New York, New York 10019 Advisors, LLC ("Millcap"), a Delaware
limited liability company, 152 West 57th
Street, New York, New York 10019
Clay B. Lifflander Voting Member and President of MCM;
152 West 57th Street Voting Member and President of Millcap
New York, New York 10019
Alan L. Rivera Voting Member, Executive Vice President,
152 West 57th Street and Secretary of MCM;
New York, New York 10019 Voting Member, Executive Vice President,
Chief Financial Officer and General Counsel
of Millcap
Page 8 of 9
SCHEDULE II
OPEN MARKET SALES BY MMI INVESTMENTS
DURING THE PAST 60 DAYS
Trade Date Number of Shares Price/Share
06/16/04 24,500 $ 26.52
06/17/04 25,000 26.52
06/18/04 60,000 26.73
06/21/04 30,000 26.78
06/23/04 8,093 26.52
06/24/04 5,857 26.53
06/25/04 478 26.52
06/28/04 50,000 26.77
06/29/04 70,000 27.17
06/30/04 12,011 27.55
07/01/04 900 27.53
07/02/04 4,076 27.00
07/06/04 41,727 26.56
07/07/04 23,775 26.78
07/08/04 1,950 27.01
07/09/04 500 26.50
07/13/04 531,458 24.95
07/14/04 20,000 24.01
07/15/04 43,496 24.37
Page 9 of 9
EXHIBIT INDEX
NUMBER DESCRIPTION
1. Joint Filing Agreement dated as of May 5, 2003, by and between
MMI Investments and MCM (incorporated by reference to Exhibit
No. 1 to the Original Schedule 13D).