UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13D
UNDER THE SECURITIES AND EXCHANGE ACT OF 1934
(Amendment No._______)*
MOORE MEDICAL CORP.
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(Name of Subject Company)
Common Stock, $0.01 par value
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(Title of Class Of Securities)
615799103
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(CUSIP Number)
Linda M. Crouch-McCreadie, Esq.
207 Mockingbird Lane
Johnson City, Tennessee 37602
(423) 928-0181
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(Name, Address and Telephone Numbers of Person Authorized to Receive Notices
and Communications)
January 20, 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 which is the subject of this Schedule 13D, and is filing this
Schedule because of ss.ss.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 ss.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).
CUSIP No. 615799103 Page 2 of 12
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1. Names of Reporting Persons. S.S. or SJ Strategic Investments LLC
I.R.S. Identification Nos. of Above
Persons 30-0060195
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2. Check the Appropriate Box if a Member (a)
of a Group (See Instructions) ----------------------------
(b) X
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3. SEC Use Only
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4. Source of Funds (See Instructions) WC
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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 Tennessee
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Number of Shares 7. Sole Voting Power 312,400
Beneficially ---------------------------------------------------------
Owned by Each 8. Shared Voting Power 0
Reporting Person ---------------------------------------------------------
with 9. Sole Dispositive Power 312,400
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10. Shared Dispositive Power 0
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11. Aggregate Amount Beneficially Owned 312,400
by Each Reporting Person
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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 9.8%
in Row (11)
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14. Type of Reporting Person (See 00
Instructions)
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CUSIP No. 615799103 Page 3 of 12
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1. Names of Reporting Persons. S.S. or I.R.S. John M. Gregory
Identification Nos. of Above Persons
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2. Check the Appropriate Box if a Member of a (a)
Group (See Instructions) ----------------------------
(b) X
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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 United States of America
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Number of Shares 7. Sole Voting Power 312,400
Beneficially ---------------------------------------------------------
Owned by Each 8. Shared Voting Power 0
Reporting Person ---------------------------------------------------------
with 9. Sole Dispositive Power 312,400
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10. Shared Dispositive Power 0
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11. Aggregate Amount Beneficially Owned by Each 312,400
Reporting Person
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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 9.8%
Row (11)
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14. Type of Reporting Person (See Instructions) IN
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CUSIP No. 615799103 Page 4 of 12
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1. Names of Reporting Persons. S.S. or I.R.S. Joan P. Gregory
Identification Nos. of Above Persons
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2. Check the Appropriate Box if a Member of a (a)
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Group (See Instructions) (b) X
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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 United States of America
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Number of Shares 7. Sole Voting Power 0
Beneficially ---------------------------------------------------------
Owned by Each 8. Shared Voting Power 0
Reporting Person ---------------------------------------------------------
with 9. Sole Dispositive Power 0
---------------------------------------------------------
10. Shared Dispositive Power 0
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11. Aggregate Amount Beneficially Owned by Each 312,400
Reporting Person
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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 9.8%
Row (11)
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14. Type of Reporting Person (See Instructions) IN
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CUSIP No. 615799103 Page 5 of 12
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1. Names of Reporting Persons. S.S. or I.R.S. Susan Gregory
Identification Nos. of Above Persons
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2. Check the Appropriate Box if a Member of a (a)
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Group (See Instructions) (b) X
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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 United States of America
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Number of Shares 7. Sole Voting Power 0
Beneficially ---------------------------------------------------------
Owned by Each 8. Shared Voting Power 0
Reporting Person ---------------------------------------------------------
with 9. Sole Dispositive Power 0
---------------------------------------------------------
10. Shared Dispositive Power 0
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11. Aggregate Amount Beneficially Owned by Each 312,400
Reporting Person
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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 9.8%
Row (11)
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14. Type of Reporting Person (See Instructions) IN
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CUSIP No. 615799103 Page 6 of 12
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1. Names of Reporting Persons. S.S. or I.R.S. James M. Gregory
Identification Nos. of Above Persons
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2. Check the Appropriate Box if a Member of a (a)
Group (See Instructions) ----------------------------
(b) X
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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 United States of America
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Number of Shares 7. Sole Voting Power 0
Beneficially ---------------------------------------------------------
Owned by Each 8. Shared Voting Power 0
Reporting Person ---------------------------------------------------------
with 9. Sole Dispositive Power 0
---------------------------------------------------------
10. Shared Dispositive Power 0
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11. Aggregate Amount Beneficially Owned by Each 312,400
Reporting Person
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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 9.8%
Row (11)
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14. Type of Reporting Person (See Instructions) IN
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Item 1. Security and Issuer.
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The title and class of equity securities to which this statement relates is
the Common Stock, $0.01 Par Value (the "Common Stock"), of Moore Medical Corp.
(the "Issuer"). The Issuer's principal executive offices are located at 389 John
Downey Drive, New Britain, Connecticut 06050.
Item 2. Identity and Background.
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(a) This report is being filed by SJ Strategic Investments LLC, John M.
Gregory, Joan P. Gregory, Susan Gregory and James M. Gregory (collectively,
the "Reporting Persons"). SJ Strategic Investments LLC ("SJSI") is a
Tennessee limited liability company which has a principal business of
engaging in investment activities. The members of SJSI are John M. Gregory,
Joan P. Gregory, Susan Gregory and James M. Gregory. Susan Gregory and
James M. Gregory are the children of John M. Gregory and Joan P. Gregory.
(b) The address for the Reporting Persons and the principal business office for
SJSI is:
SJ Strategic Investments LLC
340 Edgemont Avenue, Suite 500
Bristol, TN 37620.
(c) John M. Gregory is the Managing Member of SJSI. Joan P. Gregory is a
homemaker and is not presently employed in any other capacity. Susan
Gregory is the Chief Investment Officer for SJSI. James M. Gregory is a
full-time student.
(d) None of the Reporting Persons has, during the last five years, (i) been
and convicted in a criminal proceeding (excluding traffic violations or similar
(e) misdemeanors) or (ii) been a 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 activities subject to, federal or
state securities laws or finding any violation of such laws.
(f) John M. Gregory, Joan P. Gregory, Susan Gregory and James M. Gregory are
citizens of the United States of America.
Item 3. Source and Amount of Funds or Other Consideration.
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All securities acquired by the Reporting Persons were purchased with the
working capital of SJSI, except for 12,400 shares which were purchased by John
M. Gregory and Joan P. Gregory and subsequently contributed to SJSI. The 12,400
shares were purchased with the personal funds of John M. Gregory and Joan P.
Gregory. In the event that the Reporting Persons acquire more
7 of 12
shares of the Issuer's Common Stock, such acquisitions will be purchased with
the working capital of SJSI.
Item 4. Purpose of Transaction.
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On November 5, 2003 SJSI sent a letter to Linda M. Autore, President and
CEO of the Issuer, whereby SJSI offered to enter into a transaction to acquire
all of the outstanding Common Stock of the Issuer at a price of $10.00 per
share, with the purchase price to be made in cash. The offer was contingent upon
due diligence, Board approval and execution of acceptable definitive
documentation for the acquisition. The offer contained no financing
contingencies.
SJSI subsequently received a letter from the Issuer dated November 10,
2003. In that letter, SJSI was advised that the Issuer had no interest in
pursuing a transaction with SJSI at that time. No further explanation was given
for the rejection of SJSI's initial offer. On November 13, 2003, SJSI sent a
letter of response to the Issuer, reiterating its offer and explaining why SJSI
believed that its offer should be reconsidered by the Issuer. In that letter,
SJSI explained to the Issuer that the offer represented a premium of 38.7% over
the closing price Issuer's Common Stock on November 12, 2003 and a premium of
53.4% over the 200-day average price of the Issuer's Common Stock as of November
12, 2003. SJSI offered to meet with representatives of the Issuer to further
discuss the proposed transaction and expressed its willingness to consider and
discuss any other information which might indicate a higher valuation of the
shares of the Issuer's Common Stock.
On December 15, 2003, SJSI increased it's offer to $12.50 per share, with
the remaining terms of SJSI's previous offer remaining the same. This offer was
communicated by a letter in which SJSI stated that "if you can demonstrate
additional value to us and we have access to customary due diligence
information, we may be prepared to increase our offer." SJSI explained that the
$12.50 offer represented a 25% increase over its original offer, a premium of
78.6% over the closing price of the Issuer's Common Stock on December 12, 2003
and a premium of 87.7% over the 200-day average price of the Issuer's Common
Stock as of December 12, 2003.
On January 14, 2004, representatives of SJSI met with representatives of
the Issuer at the Issuer's headquarters to discuss the offer and to tour the
Issuer's facilities. No indication was given by the Issuer that SJSI's offer of
$12.50 was being rejected and representatives of SJSI believed that the meeting
went well. SJSI did not learn that its offer of $12.50 had been rejected until
January 20, 2004, when the Issuer announced that it had entered into a
definitive agreement with McKesson Corporation whereby McKesson Corporation
would pay $12.00 in cash for each share of the Issuer's Common Stock (the
"McKesson transaction").
On January 21, 2004, SJSI sent another letter to the Issuer and increased
its offer to purchase all of the outstanding shares of the Issuer's Common Stock
at price of $15.00 per share, the number of which is included in the Agreement
and Plan of Merger among McKesson Corporation, the Issuer and Madison
Acquisitions Inc., dated as of January 19, 2004 (the "McKesson Agreement").
SJSI's offer is made contingent upon customary due diligence and the requirement
that the Board of
8 of 12
Directors of the Issuer render the terms of the Rights Agreement, dated as of
November 18, 1998 between the Company and American Stock Transfer & Trust Co.,
as Rights Agent, inapplicable to the merger (the "SJSI transaction"). SJSI's
offer is also contingent upon its satisfactory review and approval of the
Company Disclosure Letter prepared by the Issuer pursuant to the McKesson
Agreement and the underlying documents which support the information contained
in the Company Disclosure Letter. SJSI has advised the Issuer that it must
receive a written response to its offer by 5:00 p.m., Eastern Standard Time, on
Friday, January 30, 2004.
SJSI is a Tennessee limited liability company which engages primarily in
investment activities. The members of SJSI are John M. Gregory, Joan P. Gregory,
Susan Gregory and James M. Gregory. Because SJSI is a privately held company, if
the proposed SJSI transaction is consummated, the Issuer will cease to be a
public company and its shares of Common Stock will be delisted from the American
Stock Exchange.
Other than as set forth above, none of the Reporting Persons have any other
plan or proposal which relates to or which would result in:
9 of 12
(a) An extraordinary corporate transaction, such as a merger,
reorganization or liquidation, involving the Issuer;
(b) The sale or transfer of a material amount of assets of the Issuer;
(c) Any change in the present Board of Directors or management of the
Issuer, including any plans or proposals to change the number or terms
of Directors or to fill any existing vacancies on the Board;
(d) Any material change in the present capitalization or dividend policy
of the Issuer;
(e) Any other material change in the Issuer's business or corporate
structure;
(f) Changes in the Issuer's Articles of Incorporation, Bylaws or other
actions which may impede the acquisition or control of the Issuer by
any person;
(g) Causing a class of securities of the Issuer to be delisted from a
national securities exchange or to cease to be authorized to be quoted
in an interdealer quotation system of a registered national securities
association;
(h) A class of equity securities of the Issuer becoming eligible for
termination of registration pursuant to Section 12(g)(4) of the
Exchange Act; or
(i) Any action similar to any of those enumerated above.
Item 5. Interest in Securities of Issuer.
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(a) The calculations in this Item are based upon 3,200,009 shares of
Common Stock issued and outstanding as of January 19, 2004 (based on
disclosures made by the Issuer in its Current Report on Form 8-K filed
on January 20,2004). As of the date hereof, the Reporting Persons
jointly beneficially owned 312,400 shares or 9.8% of the outstanding
shares of Common Stock of this Issuer. The foregoing calculation is
made pursuant to Rule 13d-3 promulgated under the Act.
(b) The information contained in Item 2 is hereby incorporated by
reference. SJSI has the sole power to vote or direct the vote of
312,400 shares and the sole power to dispose or direct the disposition
of 312,400 shares. As Managing Member of SJSI, John M. Gregory also
has the sole power to vote or direct the vote of 312,400 shares and
the sole power to dispose or direct the disposition of 312,400 shares
by virtue of his ability to direct the activities of SJSI. The
Reporting Persons other than SJSI and John M. Gregory do not have the
power to vote or direct the vote of the shares of beneficially owned
by the Reporting Persons or (ii) dispose or direct the disposition
10 of 12
of any of the shares beneficially owned by the Reporting Persons.
(c) During the 60 day period ended as of the date hereof, the Reporting
Persons have engaged in the following open market transactions, with
all purchases having been made for cash:
Average
Transaction Date No. of Shares Price Per Share
----------- ---- ------------- ---------------
Purchase 1/20/04 300,000 $11.991
(d) The Reporting Persons affirm that no other person has the right to
receive or the power to direct the receipt of dividends from, or the
proceeds from the sale of, the shares of the Issuer's Common Stock
beneficially owned by the Reporting Persons.
(e) Not Applicable.
Item 6. Contracts, Arrangements, Understandings or Relationships With Respect
to Securities of the Issuer.
Not Applicable.
Item 7. Material to be Filed as Exhibits.
Exhibit Description
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1 Joint Filing Agreement
11 of 12
SIGNATURES
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: January 21, 2004
SJ Strategic Investments LLC
By: /s/ John M. Gregory
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John M. Gregory
Its: Managing Member
/s/ John M. Gregory
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John M. Gregory
/s/ Joan P. Gregory
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Joan P. Gregory
/s/ Susan Gregory
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Susan Gregory
/s/ James M. Gregory
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James M. Gregory
12 of 12
EXHIBIT INDEX
Exhibit Description
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1 Joint Filing Agreement
EXHIBIT 1
JOINT FILING AGREEMENT
SJ Strategic Investments LLC, a Tennessee limited liability company, John
M. Gregory, Joan P. Gregory, Susan Gregory and James M. Gregory (the "Filing
Persons"), hereby agree to file jointly a Schedule 13D and any amendments
thereto relating to the aggregate ownership by each of the Filing Persons of any
voting equity security of a class which is registered pursuant to Section 12 of
the Securities Exchange Act of 1934, as amended, as required by Rule 13d-1 and
Rule 13d-2 promulgated under the Securities Exchange Act of 1934. Each of the
Filing Persons agrees that the information set forth in such Schedule 13D and
any amendments thereto with respect to such Filing Person will be true, complete
and correct as of the date of such Schedule 13D or such amendment, to the best
of such Filing Person's knowledge and belief, after reasonable inquiry. Each of
the Filing Persons makes no representation as to the accuracy or adequacy of the
information set forth in the Schedule 13D or any amendments thereto with respect
to any other Filing Person. Each of the Filing Persons shall promptly notify the
other Filing Persons if any of the information set forth in the Schedule 13D or
any amendments thereto shall become inaccurate in any material respect or if
said person learns of information that would require an amendment to the
Schedule 13D.
IN WITNESS WHEREOF, the undersigned have set their hands this 21st day of
January, 2004.
SJ Strategic Investments LLC
By:/s/ John M. Gregory
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John M. Gregory
Its: Managing Member
/s/ John M. Gregory
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John M. Gregory
/s/ Joan P. Gregory
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Joan P. Gregory
/s/ Susan Gregory
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Susan Gregory
/s/ James M. Gregory
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James M. Gregory