Schedule 13d

Filed by: ARES CORPORATE OPPORTUNITIES FUND LP
Subject Company: HANGER ORTHOPEDIC GP
Filed as of Date: 09/26/2008
View Original Filing on Edgar's

 

 

UNITED STATES

 

 

SECURITIES AND EXCHANGE COMMISSION

 

 

Washington, D.C. 20549

 

 

 

 

 

SCHEDULE 13D

 

 

Under the Securities Exchange Act of 1934
(Amendment No. 2)*

 

Hanger Orthopedic Group, Inc.

(Name of Issuer)

 

Common Stock, par value $0.01

(Title of Class of Securities)

 

41043F208

(CUSIP Number)

 

Michael A. Woronoff, Esq.

Proskauer Rose LLP

2049 Century Park East, 32nd Floor

Los Angeles, CA  90067-3206

310.557.2900

(Name, Address and Telephone Number of Person
Authorized to Receive Notices and Communications)

 

September 26, 2008

(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 §§240.13d-1(e), 240.13d-1(f) or 240.13d-1(g), check the following box. o

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, as amended ("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.

 


 

CUSIP No. 41043F208

 

 

1.

Names Of Reporting Persons.
Ares Corporate Opportunities Fund, L.P.

 

 

2.

Check The Appropriate Box If A Member Of A Group (See Instructions)

 

 

(A)

 o

 

 

(B)

 x

 

 

3.

Sec Use Only

 

 

4.

Source Of Funds (See Instructions)
OO

 

 

5.

Check If Disclosure Of Legal Proceedings Is Required Pursuant To Items 2(D) Or 2(E)     o

 

 

6.

Citizenship Or Place Of Organization
Delaware

 

Number of
Shares
Beneficially
Owned by
Each
Reporting
Person With

7.

Sole Voting Power
0

 

8.

Shared Voting Power
5,029,980 (See Item 5(c))

 

9.

Sole Dispositive Power
0

 

10.

Shared Dispositive Power
5,029,980 (See Item 5(c))

 

 

11.

Aggregate Amount Beneficially Owned By Each Reporting Person
5,029,980 (See Item 5)

 

 

12.

Check If The Aggregate Amount In Row (11) Excludes Certain Shares (See Instructions)   o

 

 

13.

Percent Of Class Represented By Amount In Row (11)
16.34% (See Item 5)

 

 

14.

Type Of Reporting Person (See Instructions)
PN

 

2


 

CUSIP No. 41043F208

 

 

1.

Names Of Reporting Persons.
ACOF Management, L.P.

 

 

2.

Check The Appropriate Box If A Member Of A Group (See Instructions)

 

 

(A)

 o

 

 

(B)

 x

 

 

3.

Sec Use Only

 

 

4.

Source Of Funds (See Instructions)
OO

 

 

5.

Check If Disclosure Of Legal Proceedings Is Required Pursuant To Items 2(D) Or 2(E)     o

 

 

6.

Citizenship Or Place Of Organization
Delaware

 

Number of
Shares
Beneficially
Owned by
Each
Reporting
Person With

7.

Sole Voting Power
0

 

8.

Shared Voting Power
5,029,980 (See Item 5(c))

 

9.

Sole Dispositive Power
0

 

10.

Shared Dispositive Power
5,029,980 (See Item 5(c))

 

 

11.

Aggregate Amount Beneficially Owned By Each Reporting Person
5,029,980 (See Item 5)

 

 

12.

Check If The Aggregate Amount In Row (11) Excludes Certain Shares (See Instructions)   o

 

 

13.

Percent Of Class Represented By Amount In Row (11)
16.34% (See Item 5)

 

 

14.

Type Of Reporting Person (See Instructions)
PN

 

3


 

CUSIP No. 41043F208

 

 

1.

Names Of Reporting Persons.
ACOF Operating Manager, L.P.

 

 

2.

Check The Appropriate Box If A Member Of A Group (See Instructions)

 

 

(A)

 o

 

 

(B)

 x

 

 

3.

Sec Use Only

 

 

4.

Source Of Funds (See Instructions)
OO

 

 

5.

Check If Disclosure Of Legal Proceedings Is Required Pursuant To Items 2(D) Or 2(E)     o

 

 

6.

Citizenship Or Place Of Organization
Delaware

 

Number of
Shares
Beneficially
Owned by
Each
Reporting
Person With

7.

Sole Voting Power
0

 

8.

Shared Voting Power
5,029,980 (See Item 5(c))

 

9.

Sole Dispositive Power
0

 

10.

Shared Dispositive Power
5,029,980 (See Item 5(c))

 

 

11.

Aggregate Amount Beneficially Owned By Each Reporting Person
5,029,980 (See Item 5)

 

 

12.

Check If The Aggregate Amount In Row (11) Excludes Certain Shares (See Instructions)   o

 

 

13.

Percent Of Class Represented By Amount In Row (11)
16.34% (See Item 5)

 

 

14.

Type Of Reporting Person (See Instructions)
PN

 

4


 

CUSIP No. 41043F208

 

 

1.

Names Of Reporting Persons.
Ares Management LLC

 

 

2.

Check The Appropriate Box If A Member Of A Group (See Instructions)

 

 

(A)

 o

 

 

(B)

 x

 

 

3.

Sec Use Only

 

 

4.

Source Of Funds (See Instructions)
OO

 

 

5.

Check If Disclosure Of Legal Proceedings Is Required Pursuant To Items 2(D) Or 2(E)     o

 

 

6.

Citizenship Or Place Of Organization
Delaware

 

Number of
Shares
Beneficially
Owned by
Each
Reporting
Person With

7.

Sole Voting Power
0

 

8.

Shared Voting Power
5,029,980 (See Item 5(c))

 

9.

Sole Dispositive Power
0

 

10.

Shared Dispositive Power
5,029,980 (See Item 5(c))

 

 

11.

Aggregate Amount Beneficially Owned By Each Reporting Person
5,029,980 (See Item 5)

 

 

12.

Check If The Aggregate Amount In Row (11) Excludes Certain Shares (See Instructions)   o

 

 

13.

Percent Of Class Represented By Amount In Row (11)
16.34% (See Item 5)

 

 

14.

Type Of Reporting Person (See Instructions)
OO

 

5


 

CUSIP No. 41043F208

 

 

1.

Names Of Reporting Persons.
Ares Partners Management Company LLC

 

 

2.

Check The Appropriate Box If A Member Of A Group (See Instructions)

 

 

(A)

 o

 

 

(B)

 x

 

 

3.

Sec Use Only

 

 

4.

Source Of Funds (See Instructions)
OO

 

 

5.

Check If Disclosure Of Legal Proceedings Is Required Pursuant To Items 2(D) Or 2(E)     o

 

 

6.

Citizenship Or Place Of Organization
Delaware

 

Number of
Shares
Beneficially
Owned by
Each
Reporting
Person With

7.

Sole Voting Power
0

 

8.

Shared Voting Power
5,029,980 (See Item 5(c))

 

9.

Sole Dispositive Power
0

 

10.

Shared Dispositive Power
5,029,980 (See Item 5(c))

 

 

11.

Aggregate Amount Beneficially Owned By Each Reporting Person
5,029,980 (See Item 5)

 

 

12.

Check If The Aggregate Amount In Row (11) Excludes Certain Shares (See Instructions)   o

 

 

13.

Percent Of Class Represented By Amount In Row (11)
16.34% (See Item 5)

 

 

14.

Type Of Reporting Person (See Instructions)
OO

 

6


 

CUSIP No. 41043F208

 

Item 1.

Security and Issuer

 

This Amendment No. 2 (“Amendment No. 2”) to Schedule 13D amends and supplements the Schedule 13D originally filed on June 6, 2006 (as amended on September 24, 2008, the “Schedule 13D”) with respect to the common stock, par value $0.01 per share (the “Common Stock”), of Hanger Orthopedic Group, Inc., a Delaware corporation (the “Issuer”).  The address of the principal executive office of the Issuer is Two Bethesda Metro Center, Suite 1200, Bethesda, Maryland 20814.

 

Certain terms used but not defined in this Amendment No. 2 have the meanings assigned to them in the Schedule 13D.  The Schedule 13D is hereby amended and supplemented by this Amendment No. 2 as follows:

 

Item 5.

Interest in Securities of the Issuer

Item 5 of the Schedule 13D is deleted in its entirety and replaced with the following:

 

 

(a)

See items 11 and 13 of the cover pages to, and Item 2 of, this Amendment No. 2 for the aggregate number of shares of Common Stock and percentage of Common Stock beneficially owned by each of the Reporting Persons.

 

 

(b)

See items 7 through 10 of the cover pages to, and Item 2  of, this Amendment No. 2 for the number of shares of Common Stock beneficially owned by each of the Reporting Persons as to which there is sole power to vote or to direct the vote, shared power to vote or to direct the vote and sole or shared power to dispose or to direct the disposition.

 

 

(c)

ACOF was the record owner of 50,000 shares of the Issuer’s Preferred Stock, which was, beginning July 26, 2006, initially convertible into 6,613,757 shares of Common Stock. Pursuant to the terms of the Preferred Stock, once the average closing price of the Common Stock exceeded 200% of the conversion price of the Preferred Stock for a 20 trading day period, an acceleration of dividends on the Preferred Stock was triggered.  The accelerated dividends were paid in the form of increased stated value of the Preferred Stock, in lieu of cash.  In connection with the dividend acceleration, effective August 8, 2008, the Issuer exercised its right to force conversion of the Preferred Stock including the accelerated dividends into 7,308,730 shares of Common Stock.

 

On September 26, 2008, ACOF sold 2,500,000 shares of Common Stock to Citigroup Global Markets Inc. (“ITC”), at a price per share of $17.60, pursuant to an underwriting agreement by and among ACOF, Citi and the Issuer dated September 23, 2008. The underwriting agreement was filed as an exhibit to Amendment No. 1 to the Schedule 13D.

 

 

(d)

Not applicable.

 

 

(e)

Not applicable.

 

 

7


 

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:      September 26, 2008

 

 

ARES CORPORATE OPPORTUNITIES FUND, L.P.

 

By:

ACOF MANAGEMENT, L.P.,

 

Its General Partner

 

 

 

 

 

By:

ACOF OPERATING MANAGER, L.P.,

 

 

Its General Partner

 

 

 

 

 

 

By:

/s/ Joshua M. Bloomstein

 

 

 

 

Authorized Signatory

 

ACOF MANAGEMENT, L.P.

 

By:

ACOF OPERATING MANAGER, L.P.,

 

Its General Partner

 

 

 

 

 

By:

/s/ Joshua M. Bloomstein

 

 

 

Authorized Signatory

 

ACOF OPERATING MANAGER, L.P.

 

By:

/s/ Joshua M. Bloomstein

 

 

Authorized Signatory

 

ARES MANAGEMENT LLC

 

By:

/s/ Joshua M. Bloomstein

 

 

Authorized Signatory

 

ARES PARTNERS MANAGEMENT COMPANY LLC

 

By:

/s/ Michael D. Weiner

 

 

Authorized Signatory

 

8