SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
SCHEDULE 13G
(RULE 13D-102)
INFORMATION STATEMENT PURSUANT TO RULE 13D-1
UNDER THE SECURITIES EXCHANGE ACT OF 1934
(FINAL AMENDMENT)
Hanger Orthopedic Group, Inc.
(Name of Issuer)
Common Stock
(Title of Class of Securities)
| 41043F208 (CUSIP Number) |
December 31, 2005
(Date of Event Which Requires Filing of this Statement)
Check the appropriate box to designate the rule pursuant to which this Schedule is filed:
x Rule 13d-1(b)
¨ Rule 13d-1(c)
¨ Rule 13d-1(d)
| CUSIP No. 41043F208 | Page 1 of 6 Pages |
| 1) | Names of Reporting Persons IRS Identification No. Of Above Persons
The PNC Financial Services Group, Inc. 25-1435979 |
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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) | Citizenship or Place of Organization
Pennsylvania |
| Number of Shares Beneficially Owned By Each Reporting Person With |
5) Sole Voting Power*
*See the response to Item 5. 6) Shared Voting Power*
*See the response to Item 5. 7) Sole Dispositive Power*
*See the response to Item 5. 8) Shared Dispositive Power*
*See the response to Item 5. |
| 9) | Aggregate Amount Beneficially Owned by Each Reporting Person*
*See the response to Item 5. |
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| 10) | Check if the Aggregate Amount in Row (9) Excludes Certain Shares See Instructions
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¨
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| 11) | Percent of Class Represented by Amount in Row (9)*
*See the response to Item 5. |
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| 12) | Type of Reporting Person (See Instructions)
HC |
| CUSIP No. 41043F208 | Page 2 of 6 Pages |
| 1) | Names of Reporting Persons IRS Identification No. Of Above Persons
PNC Bancorp, Inc. 51-0326854 |
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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) | Citizenship or Place of Organization
Delaware |
| Number of Shares Beneficially Owned By Each Reporting Person With |
5) Sole Voting Power*
*See the response to Item 5. 6) Shared Voting Power*
*See the response to Item 5. 7) Sole Dispositive Power*
*See the response to Item 5. 8) Shared Dispositive Power*
*See the response to Item 5. |
| 9) | Aggregate Amount Beneficially Owned by Each Reporting Person*
*See the response to Item 5. |
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| 10) | Check if the Aggregate Amount in Row (9) Excludes Certain Shares See Instructions
|
¨
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| 11) | Percent of Class Represented by Amount in Row (9)*
*See the response to Item 5. |
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| 12) | Type of Reporting Person (See Instructions)
HC |
| CUSIP No. 41043F208 | Page 3 of 6 Pages |
| 1) | Names of Reporting Persons IRS Identification No. Of Above Persons
BlackRock Advisors, Inc. 23-2784752 |
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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) | Citizenship or Place of Organization
Delaware |
| Number of Shares Beneficially Owned By Each Reporting Person With |
5) Sole Voting Power*
*See the response to Item 5. 6) Shared Voting Power*
*See the response to Item 5. 7) Sole Dispositive Power*
*See the response to Item 5. 8) Shared Dispositive Power*
*See the response to Item 5. |
| 9) | Aggregate Amount Beneficially Owned by Each Reporting Person*
*See the response to Item 5. |
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| 10) | Check if the Aggregate Amount in Row (9) Excludes Certain Shares See Instructions
|
¨
| ||
| 11) | Percent of Class Represented by Amount in Row (9)*
*See the response to Item 5. |
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| 12) | Type of Reporting Person (See Instructions)
IA |
| CUSIP No. 41043F208 | Page 4 of 6 Pages |
| 1) | Names of Reporting Persons IRS Identification No. Of Above Persons
BlackRock Financial Management, Inc. 13-3806691 |
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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) | Citizenship or Place of Organization
Delaware |
| Number of Shares Beneficially Owned By Each Reporting Person With |
5) Sole Voting Power*
*See the response to Item 5. 6) Shared Voting Power*
*See the response to Item 5. 7) Sole Dispositive Power*
*See the response to Item 5. 8) Shared Dispositive Power*
*See the response to Item 5. |
| 9) | Aggregate Amount Beneficially Owned by Each Reporting Person*
*See the response to Item 5. |
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| 10) | Check if the Aggregate Amount in Row (9) Excludes Certain Shares See Instructions
|
¨
| ||
| 11) | Percent of Class Represented by Amount in Row (9)*
*See the response to Item 5. |
|||
| 12) | Type of Reporting Person (See Instructions)
IA |
| CUSIP No. 41043F208 | Page 5 of 6 Pages |
| 1) | Names of Reporting Persons IRS Identification No. Of Above Persons
State Street Research & Management Company 13-3142135 |
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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) | Citizenship or Place of Organization
Delaware |
| Number of Shares Beneficially Owned By Each Reporting Person With |
5) Sole Voting Power*
*See the response to Item 5. 6) Shared Voting Power*
*See the response to Item 5. 7) Sole Dispositive Power*
*See the response to Item 5. 8) Shared Dispositive Power*
*See the response to Item 5. |
| 9) | Aggregate Amount Beneficially Owned by Each Reporting Person*
*See the response to Item 5. |
|||
| 10) | Check if the Aggregate Amount in Row (9) Excludes Certain Shares See Instructions
|
¨
| ||
| 11) | Percent of Class Represented by Amount in Row (9)*
*See the response to Item 5. |
|||
| 12) | Type of Reporting Person (See Instructions)
IA |
Page 6 of 6 Pages
| ITEM 5 - |
OWNERSHIP OF FIVE PERCENT OR LESS OF A CLASS:
Each reporting person has ceased to beneficially own more than five percent of the class of securities of the issuer. |
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| ITEM 10 - |
CERTIFICATION: | |||||||||
| By signing below I certify that, to the best of my knowledge and belief, the securities referred to above were acquired and held in the ordinary course of business and were not acquired and are 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. | ||||||||||
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.
| February 10, 2006 |
February 10, 2006 | |||||
| Date | Date | |||||
| By: | /s/ Joan L. Gulley |
By: | /s/ Maria C. Schaffer | |||
| Signature - The PNC Financial Services Group, Inc. | Signature - PNC Bancorp, Inc. | |||||
| Joan L. Gulley, Vice President |
Maria C. Schaffer, Executive Vice President | |||||
| Name & Title | Name & Title | |||||
| February 10, 2006 |
February 10, 2006 | |||||
| Date | Date | |||||
| By: | /s/ Robert S. Kapito |
By: | /s/ Robert S. Kapito | |||
| Signature - BlackRock Advisors, Inc. | Signature - BlackRock Financial Management, Inc. | |||||
| Robert S. Kapito, Vice Chairman |
Robert S. Kapito, Vice Chairman | |||||
| Name & Title | Name & Title | |||||
| February 10, 2006 | ||
| Date | ||
| By: | /s/ Robert S. Kapito | |
| Signature – State Street Research & Management Company | ||
| Robert S. Kapito, Vice Chairman | ||
| Name & Title | ||
AN AGREEMENT TO FILE A JOINT STATEMENT
WAS PREVIOUSLY FILED AS EXHIBIT A TO SCHEDULE 13G