| 1 | NAME OF REPORTING PERSON North Tide Capital Master, LP |
| 2 | CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP | (a) o (b) o |
| 3 | SEC USE ONLY |
| 4 | SOURCE OF FUNDS |
| 5 | CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(d) OR 2(e) | ¨ |
| 6 | CITIZENSHIP OR PLACE OF ORGANIZATION |
| NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH | 7 | SOLE VOTING POWER |
| 8 | SHARED VOTING POWER |
| 9 | SOLE DISPOSITIVE POWER |
| 10 | SHARED DISPOSITIVE POWER |
| 11 | AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON |
| 12 | CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES | o |
| 13 | PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) |
| 14 | |
| 1 | NAME OF REPORTING PERSON |
| 2 | CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP | (a) o (b) o |
| 3 | SEC USE ONLY |
| 4 | SOURCE OF FUNDS |
| 5 | CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(d) OR 2(e) | ¨ |
| 6 | CITIZENSHIP OR PLACE OF ORGANIZATION |
| NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH | 7 | SOLE VOTING POWER |
| 8 | SHARED VOTING POWER |
| 9 | SOLE DISPOSITIVE POWER |
| 10 | SHARED DISPOSITIVE POWER |
| 11 | AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON |
| 12 | CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES | o |
| 13 | PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) |
| 14 | |
| 1 | NAME OF REPORTING PERSON |
| 2 | CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP | (a) o (b) o |
| 3 | SEC USE ONLY |
| 4 | SOURCE OF FUNDS |
| 5 | CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(d) OR 2(e) | ¨ |
| 6 | CITIZENSHIP OR PLACE OF ORGANIZATION |
| NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH | 7 | SOLE VOTING POWER |
| 8 | SHARED VOTING POWER |
| 9 | SOLE DISPOSITIVE POWER |
| 10 | SHARED DISPOSITIVE POWER |
| 11 | AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON |
| 12 | CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES | o |
| 13 | PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) |
| 14 | |
The following constitutes the Schedule 13D filed by the undersigned (the “Schedule 13D”).
| Item 1. | Security and Issuer. |
This statement relates to the common stock, $0.10 par value per share (the “Shares”), of Almost Family, Inc., a Delaware corporation (the “Issuer”). The address of the principal executive offices of the Issuer is 9510 Ormsby Station Road, Suite 300, Louisville, Kentucky 40223.
| Item 2. | Identity and Background. |
(a) This statement is filed by:
| | (i) | North Tide Capital Master, LP, a Cayman Islands exempted company (“NT Master”), with respect to the Shares directly and beneficially owned by it; |
| | (ii) | North Tide Capital, LLC, a Massachusetts limited liability company (“North Tide Capital”), as the investment manager of NT Master and of a certain managed account entity (the “North Tide Account”); |
| | (iii) | Conan Laughlin, as the Manager of NT Master and North Tide Capital; |
Each of the foregoing is referred to as a “Reporting Person” and collectively as the “Reporting Persons.” Each of the Reporting Persons is party to that certain Joint Filing Agreement, as further described in Item 6. Accordingly, the Reporting Persons are hereby filing a joint Schedule 13D.
Note: The Reporting Persons previously filed on Schedule 13G with respect to the securities of the Issuer and are now converting their filing to this Schedule 13D. The initial Schedule 13G was filed with the Securities and Exchange Commission on September 9, 2013 (the “Initial 13G”) and subsequently amended on February 14, 2014 and May 1, 2014.
(b) The business address of each of the Reporting Persons is c/o North Tide Capital, LLC, 500 Boylston Street, Suite 310, Boston, Massachusetts 02116.
(c) NT Master is a private investment vehicle. North Tide Capital provides investment management services to NT Master and the North Tide Account. The principal occupation of Mr. Laughlin is Manager of NT Master and North Tide Capital.
(d) No Reporting Person has, during the last five years, been convicted in a criminal proceeding (excluding traffic violations or similar misdemeanors).
(e) No Reporting Person has, during the last five years, been party to a civil proceeding of a judicial or administrative body of competent jurisdiction and as a result of such proceeding was or is subject to a judgment, decree or final order enjoining future violations of, or prohibiting or mandating activities subject to, federal or state securities laws or finding any violation with respect to such laws.
(f) Mr. Laughlin is a citizen of the United States of America.
| Item 3. | Source and Amount of Funds or Other Consideration. |
The Shares purchased by each of NT Master and North Tide Capital were purchased with working capital (which may, at any given time, include margin loans made by brokerage firms in the ordinary course of business) in open market purchases. The aggregate purchase price of the 981,450 Shares beneficially owned by NT Master is approximately $20,568,596, excluding brokerage commissions. The aggregate purchase price of the 109,050 Shares held in the North Tide Account is approximately $2,143,657, excluding brokerage commissions.
| Item 4. | Purpose of Transaction. |
The Reporting Persons purchased the Shares based on the Reporting Persons’ belief that the Shares, when purchased, were undervalued and represented an attractive investment opportunity. Depending upon overall market conditions, other investment opportunities available to the Reporting Persons, and the availability of Shares at prices that would make the purchase or sale of Shares desirable, the Reporting Persons may endeavor to increase or decrease their position in the Issuer through, among other things, the purchase or sale of Shares on the open market or in private transactions or otherwise, on such terms and at such times as the Reporting Persons may deem advisable.
On December 2, 2014, North Tide Capital delivered a letter to the Board of Directors (the “AMED Board”) of Amedisys, Inc. (“AMED”). In the letter, North Tide Capital encouraged AMED to engage in a good-faith review of a strategic combination of the Issuer and AMED, a merger which the Reporting Persons believe represents an extremely compelling value creation opportunity for both companies and their respective shareholders. In the letter, North Tide Capital summarized the merits of such a potential merger between the Issuer and AMED, including the potential for substantial synergy, the strategic benefits of merging the two companies, most notably the market density and competitive positioning that would be achieved in a number of overlapping geographies, that the Issuer’s team, led by CEO William Yarmuth and President Steven Guenthner, presents a compelling solution to the CEO search currently underway at AMED, as they are a highly capable management team with a demonstrated track record of significant shareholder value creation, and that the substantial shareholder overlap between the two companies, which North Tide Capital believes is more than 60% overlap, should facilitate shareholder support for such a strategic combination given the pro forma value of the combined company. In the letter, North Tide Capital also stated that given the considerable shareholder overlap, and the likely revaluation that would occur in both stocks almost immediately, North Tide Capital believes a stock-for-stock merger represents the most logical transaction structure, whereby AMED would issue shares to acquire the Issuer on a one-for-one basis. Under this proposed scenario, AMED’s shareholders would own approximately 75% of the newly formed entity, the Issuer’s management team would run day-to-day operations, and a new pro forma Board of Directors would be created with representation from both sides. North Tide Capital stated in conclusion that it hopes that AMED’s Board is committed to a good-faith review of this proposed transaction, and that, as fiduciaries, North Tide Capital believes it is incumbent upon the AMED Board to fully explore the opportunity at hand.
The full text of the letter is attached as Exhibit 99.1 to the Schedule 13D filed with the Securities and Exchange Commission on December 2, 2014 by the Reporting Persons with respect to AMED and is incorporated herein by reference.
No Reporting Person has any present plan or proposal which would relate to or result in any of the matters set forth in subparagraphs (a) - (j) of Item 4 of Schedule 13D except as set forth herein or such as would occur upon or in connection with completion of, or following, any of the actions discussed herein. The Reporting Persons intend to review their investment in the Issuer on a continuing basis. Depending on various factors including, without limitation, the Issuer’s financial position and investment strategy, the price levels of the Shares, conditions in the securities markets and general economic and industry conditions, the Reporting Persons may in the future take such actions with respect to their investment in the Issuer as they deem appropriate including, without limitation, continuing to engage in communications with management and the Board of the Issuer, engaging in discussions with shareholders of the Issuer and others about the Issuer and the Reporting Persons’ investment, making other proposals to the Issuer concerning changes to the capitalization, ownership structure, board structure (including board composition) or operations of the Issuer, purchasing additional Shares, selling some or all of their Shares, engaging in short selling of or any hedging or similar transaction with respect to the Shares, or changing their intention with respect to any and all matters referred to in Item 4.
| Item 5. | Interest in Securities of the Issuer. |
The aggregate percentage of Shares reported owned by each person named herein is based upon 9,475,831 Shares outstanding as of November 5, 2014, which is the total number of Shares outstanding as reported in the Issuer’s Quarterly Report on Form 10-Q filed with the Securities and Exchange Commission on November 7, 2014.
| | (a) | As of the close of business on December 1, 2014, NT Master beneficially owned 981,450 Shares. |
Percentage: Approximately 10.4%
| | (b) | 1. Sole power to vote or direct vote: 0 |
| | 2. Shared power to vote or direct vote: 981,450 |
| | 3. Sole power to dispose or direct the disposition: 0 |
| | 4. Shared power to dispose or direct the disposition: 981,450 |
| | (c) | NT Master has not entered into any transactions in the Shares during the past sixty days. |
| | (a) | As of the close of business on December 1, 2014, 109,050 Shares were held in the North Tide Account. North Tide Capital, as the investment manager of NT Master and the North Tide Account may be deemed the beneficial owner of the (i) 981,450 Shares owned by NT Master and (ii) 109,050 Shares held in the North Tide Account. |
Percentage: Approximately 11.5%
| | (b) | 1. Sole power to vote or direct vote: 0 |
| | 2. Shared power to vote or direct vote: 1,090,500 |
| | 3. Sole power to dispose or direct the disposition: 0 |
| | 4. Shared power to dispose or direct the disposition: 1,090,500 |
| | (c) | North Tide Capital has not entered into any transactions in the Shares during the past sixty days. |
| | (a) | Mr. Laughlin, as the Manager of NT Master and North Tide Capital, may be deemed the beneficial owner of the (i) 981,450 Shares owned by NT Master and (ii) 109,050 Shares held in the North Tide Account. |
Percentage: Approximately 11.5%
| | (b) | 1. Sole power to vote or direct vote: 0 |
| | 2. Shared power to vote or direct vote: 1,090,500 |
| | 3. Sole power to dispose or direct the disposition: 0 |
| | 4. Shared power to dispose or direct the disposition: 1,090,500 |
| | (c) | Mr. Laughlin has not entered into any transactions in the Shares during the past sixty days. Neither NT Master nor North Tide Capital have entered into any transactions in the Shares during the past sixty days. |
Each Reporting Person, as a member of a “group” with the other Reporting Persons for the purposes of Section 13(d)(3) of the Securities Exchange Act of 1934, as amended, may be deemed the beneficial owner of the Shares directly owned by the other Reporting Persons. Each Reporting Person disclaims beneficial ownership of such Shares except to the extent of his or its pecuniary interest therein.
| | (d) | No person other than the Reporting Persons is known to have the right to receive, or the power to direct the receipt of dividends from, or proceeds from the sale of, the Shares. |
| Item 6. | Contracts, Arrangements, Understandings or Relationships With Respect to Securities of the Issuer. |
On September 9, 2013, the Reporting Persons entered into a Joint Filing Agreement in which the Reporting Persons agreed to the joint filing on behalf of each of them of statements on Schedule 13D and/or Schedule 13G with respect to the securities of the Issuer to the extent required by applicable law. The Joint Filing Agreement was filed as Exhibit 99.1 to the Initial 13G and is incorporated herein by reference.
Other than as described herein, there are no contracts, arrangements, understandings or relationships among the Reporting Persons, or between the Reporting Persons and any other person, with respect to the securities of the Issuer.
SIGNATURES
After reasonable inquiry and to the best of his knowledge and belief, each of the undersigned certifies that the information set forth in this statement is true, complete and correct.
Dated: December 2, 2014
| | North Tide Capital Master, LP |
| | |
| | By: | North Tide Capital GP, LLC its General Partner |
| | | |
| | By: | |
| | | Conan Laughlin, Manager | |
| | North Tide Capital, LLC |
| | |
| | By: | |
| | | Conan Laughlin, Manager | |
| | |
| | |
| | |
| | Conan Laughlin, Individually |
