UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D. C. 20549
SCHEDULE 13D
Under the Securities Exchange Act of 1934
(Amendment No. )*
Community Care Services, Inc.
- --------------------------------------------------------------------------------
(Name of Issuer)
Common Stock, par value $.01 per share
- --------------------------------------------------------------------------------
(Title of Class of Securities)
0002039081
- --------------------------------------------------------------------------------
(CUSIP Number)
Alan J. Landauer
LTTR Home Care, LLC
99 Calvert Street
P.O. Box 839
Harrison, New York 10528
914-835-4200
- --------------------------------------------------------------------------------
(Name, Address and Telephone Number of Person
Authorized to Receive Notices and Communications)
March 12, 1999
- --------------------------------------------------------------------------------
(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 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(b) 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 the
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).
<PAGE>
CUSIP 0002039081 13D Page 2 of 15
----------------------------- -----------------------
- --------------------------------------------------------------------------------
1 NAME OF REPORTING PERSON
I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
Alan J. Landauer
- --------------------------------------------------------------------------------
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP*
a) /X/
b) / /
- --------------------------------------------------------------------------------
3 SEC USE ONLY
- --------------------------------------------------------------------------------
4 SOURCE OF FUNDS*
PF (with respect to most recent purchase)
- --------------------------------------------------------------------------------
5 CHECK IF DISCLOSURE OF LEGAL PROCEEDINGS IS
REQUIRED PURSUANT TO ITEMS 2(d) or 2(e) / /
- --------------------------------------------------------------------------------
6 CITIZENSHIP OR PLACE OF ORGANIZATION
New York
- --------------------------------------------------------------------------------
7 SOLE VOTING POWER
NUMBER OF
SHARES 2,188,250
BENEFICIALLY ---------------------------------------------------
OWNED BY 8 SHARED VOTING POWER
EACH 865,549
REPORTING ---------------------------------------------------
PERSON 9 SOLE DISPOSITIVE POWER
WITH
2,188,250
---------------------------------------------------
10 SHARED DISPOSITIVE POWER
0
- --------------------------------------------------------------------------------
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
3,053,799
- --------------------------------------------------------------------------------
12 CHECK IF THE AGGREGATE AMOUNT IN ROW 11 EXCLUDES CERTAIN SHARES* / /
- --------------------------------------------------------------------------------
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 11 42.63%
Based upon 7,162,891 shares of common stock outstanding at the close
of business on February 17, 1999 as reported in the Issuer's
definitive proxy statement filed with the SEC on March 8, 1999.
- --------------------------------------------------------------------------------
14 TYPE OF REPORTING PERSON*
IN
- --------------------------------------------------------------------------------
*SEE INSTRUCTION BEFORE FILLING OUT!
<PAGE>
CUSIP 0002039081 13D Page 3 of 15
----------------------------- -----------------------
- --------------------------------------------------------------------------------
1 NAME OF REPORTING PERSON
I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
Donald Fragoli
- --------------------------------------------------------------------------------
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP*
a) /X/
b) / /
- --------------------------------------------------------------------------------
3 SEC USE ONLY
- --------------------------------------------------------------------------------
4 SOURCE OF FUNDS*
Not applicable
- --------------------------------------------------------------------------------
5 CHECK IF DISCLOSURE OF LEGAL PROCEEDINGS IS
REQUIRED PURSUANT TO ITEMS 2(d) or 2(e) / /
- --------------------------------------------------------------------------------
6 CITIZENSHIP OR PLACE OF ORGANIZATION
United States
- --------------------------------------------------------------------------------
7 SOLE VOTING POWER
NUMBER OF
SHARES 0
BENEFICIALLY ---------------------------------------------------
OWNED BY 8 SHARED VOTING POWER
EACH 284,750
REPORTING ---------------------------------------------------
PERSON 9 SOLE DISPOSITIVE POWER
WITH
284,750
---------------------------------------------------
10 SHARED DISPOSITIVE POWER
0
- --------------------------------------------------------------------------------
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
284,750
- --------------------------------------------------------------------------------
12 CHECK IF THE AGGREGATE AMOUNT IN ROW 11 EXCLUDES CERTAIN SHARES* / /
- --------------------------------------------------------------------------------
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 11 3.98%
Based upon 7,162,891 shares of common stock outstanding at the close
of business on February 17, 1999 as reported in the Issuer's
definitive proxy statement filed with the SEC on March 8, 1999.
- --------------------------------------------------------------------------------
14 TYPE OF REPORTING PERSON*
IN
- --------------------------------------------------------------------------------
*SEE INSTRUCTION BEFORE FILLING OUT!
<PAGE>
CUSIP 0002039081 13D Page 4 of 15
----------------------------- -----------------------
- --------------------------------------------------------------------------------
1 NAME OF REPORTING PERSON
I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
Allan Goldfeder
- --------------------------------------------------------------------------------
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP*
a) /X/
b) / /
- --------------------------------------------------------------------------------
3 SEC USE ONLY
- --------------------------------------------------------------------------------
4 SOURCE OF FUNDS*
Not applicable
- --------------------------------------------------------------------------------
5 CHECK IF DISCLOSURE OF LEGAL PROCEEDINGS IS
REQUIRED PURSUANT TO ITEMS 2(d) or 2(e) / /
- --------------------------------------------------------------------------------
6 CITIZENSHIP OR PLACE OF ORGANIZATION
United States
- --------------------------------------------------------------------------------
7 SOLE VOTING POWER
NUMBER OF
SHARES 0
BENEFICIALLY ---------------------------------------------------
OWNED BY 8 SHARED VOTING POWER
EACH 175,500
REPORTING ---------------------------------------------------
PERSON 9 SOLE DISPOSITIVE POWER
WITH
175,500
---------------------------------------------------
10 SHARED DISPOSITIVE POWER
0
- --------------------------------------------------------------------------------
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
175,500
- --------------------------------------------------------------------------------
12 CHECK IF THE AGGREGATE AMOUNT IN ROW 11 EXCLUDES CERTAIN SHARES* / /
- --------------------------------------------------------------------------------
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 11 2.45%
Based upon 7,162,891 shares of common stock outstanding at the close
of business on February 17, 1999 as reported in the Issuer's
definitive proxy statement filed with the SEC on March 8, 1999.
- --------------------------------------------------------------------------------
14 TYPE OF REPORTING PERSON*
IN
- --------------------------------------------------------------------------------
*SEE INSTRUCTION BEFORE FILLING OUT!
<PAGE>
CUSIP 0002039081 13D Page 5 of 15
----------------------------- -----------------------
- --------------------------------------------------------------------------------
1 NAME OF REPORTING PERSON
I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
Louis Rocco
- --------------------------------------------------------------------------------
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP*
a) /X/
b) / /
- --------------------------------------------------------------------------------
3 SEC USE ONLY
- --------------------------------------------------------------------------------
4 SOURCE OF FUNDS*
Not applicable
- --------------------------------------------------------------------------------
5 CHECK IF DISCLOSURE OF LEGAL PROCEEDINGS IS
REQUIRED PURSUANT TO ITEMS 2(d) or 2(e) / /
- --------------------------------------------------------------------------------
6 CITIZENSHIP OR PLACE OF ORGANIZATION
United States
- --------------------------------------------------------------------------------
7 SOLE VOTING POWER
NUMBER OF
SHARES 0
BENEFICIALLY ---------------------------------------------------
OWNED BY 8 SHARED VOTING POWER
EACH 293,056
REPORTING ---------------------------------------------------
PERSON 9 SOLE DISPOSITIVE POWER
WITH
293,056
---------------------------------------------------
10 SHARED DISPOSITIVE POWER
0
- --------------------------------------------------------------------------------
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
293,056
- --------------------------------------------------------------------------------
12 CHECK IF THE AGGREGATE AMOUNT IN ROW 11 EXCLUDES CERTAIN SHARES* / /
- --------------------------------------------------------------------------------
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 11 4.09%
Based upon 7,162,891 shares of common stock outstanding at the close
of business on February 17, 1999 as reported in the Issuer's
definitive proxy statement filed with the SEC on March 8, 1999.
- --------------------------------------------------------------------------------
14 TYPE OF REPORTING PERSON*
IN
- --------------------------------------------------------------------------------
*SEE INSTRUCTION BEFORE FILLING OUT!
<PAGE>
CUSIP 0002039081 13D Page 6 of 15
----------------------------- -----------------------
- --------------------------------------------------------------------------------
1 NAME OF REPORTING PERSON
I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
Saverio Burdi
- --------------------------------------------------------------------------------
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP*
a) /X/
b) / /
- --------------------------------------------------------------------------------
3 SEC USE ONLY
- --------------------------------------------------------------------------------
4 SOURCE OF FUNDS*
Not applicable
- --------------------------------------------------------------------------------
5 CHECK IF DISCLOSURE OF LEGAL PROCEEDINGS IS
REQUIRED PURSUANT TO ITEMS 2(d) or 2(e) / /
- --------------------------------------------------------------------------------
6 CITIZENSHIP OR PLACE OF ORGANIZATION
United States
- --------------------------------------------------------------------------------
7 SOLE VOTING POWER
NUMBER OF
SHARES 0
BENEFICIALLY ---------------------------------------------------
OWNED BY 8 SHARED VOTING POWER
EACH 62,243
REPORTING ---------------------------------------------------
PERSON 9 SOLE DISPOSITIVE POWER
WITH
62,243
---------------------------------------------------
10 SHARED DISPOSITIVE POWER
0
- --------------------------------------------------------------------------------
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
62,243
- --------------------------------------------------------------------------------
12 CHECK IF THE AGGREGATE AMOUNT IN ROW 11 EXCLUDES CERTAIN SHARES* / /
- --------------------------------------------------------------------------------
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 11 0.87%
Based upon 7,162,891 shares of common stock outstanding at the close
of business on February 17, 1999 as reported in the Issuer's
definitive proxy statement filed with the SEC on March 8, 1999.
- --------------------------------------------------------------------------------
14 TYPE OF REPORTING PERSON*
IN
- --------------------------------------------------------------------------------
*SEE INSTRUCTION BEFORE FILLING OUT!
<PAGE>
CUSIP 0002039081 13D Page 7 of 15
----------------------------- -----------------------
- --------------------------------------------------------------------------------
1 NAME OF REPORTING PERSON
I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
Wade Wilson
- --------------------------------------------------------------------------------
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP*
a) /X/
b) / /
- --------------------------------------------------------------------------------
3 SEC USE ONLY
- --------------------------------------------------------------------------------
4 SOURCE OF FUNDS*
Not applicable
- --------------------------------------------------------------------------------
5 CHECK IF DISCLOSURE OF LEGAL PROCEEDINGS IS
REQUIRED PURSUANT TO ITEMS 2(d) or 2(e) / /
- --------------------------------------------------------------------------------
6 CITIZENSHIP OR PLACE OF ORGANIZATION
United States
- --------------------------------------------------------------------------------
7 SOLE VOTING POWER
NUMBER OF
SHARES 0
BENEFICIALLY ---------------------------------------------------
OWNED BY 8 SHARED VOTING POWER
EACH 50,000
REPORTING ---------------------------------------------------
PERSON 9 SOLE DISPOSITIVE POWER
WITH
50,000
---------------------------------------------------
10 SHARED DISPOSITIVE POWER
0
- --------------------------------------------------------------------------------
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
50,000
- --------------------------------------------------------------------------------
12 CHECK IF THE AGGREGATE AMOUNT IN ROW 11 EXCLUDES CERTAIN SHARES* / /
- --------------------------------------------------------------------------------
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 11 0.70%
Based upon 7,162,891 shares of common stock outstanding at the close
of business on February 17, 1999 as reported in the Issuer's
definitive proxy statement filed with the SEC on March 8, 1999.
- --------------------------------------------------------------------------------
14 TYPE OF REPORTING PERSON*
IN
- --------------------------------------------------------------------------------
*SEE INSTRUCTION BEFORE FILLING OUT!
<PAGE>
Page 8 of 15
This Schedule 13D is being filed by (a) Alan J. Landauer pursuant to
Section 13(d)(2) of the Securities Exchange Act of 1934, as amended (the
"Exchange Act"), to amend the Schedule 13D originally filed on February 12, 1999
by Alan J. Landauer and LTTR Home Care, LLC ("LTTR") (the "Original Schedule
13D"), and (b) by each of Donald Fragoli, Allan Goldfeder, Louis Rocco, Saverio
Burdi and Wade Wilson pursuant to Section 13(d)(l) of the Exchange Act.
Information in the Original Schedule 13D remains in effect except to the extent
that it is superseded by information with respect to Alan J. Landauer contained
in this Amendment No. 1 to the Original Schedule 13D. Information given in
respect of each Item shall be deemed incorporated by reference in all other
items.
ITEM 1 SECURITY AND ISSUER
NAME OF ISSUER: Community Care Services, Inc. (the
"Issuer")
ADDRESS OF ISSUER'S 18 Sargent Place
PRINCIPAL EXECUTIVE OFFICE: Mount Vernon, New York 10550
TITLE AND CLASS OF SECURITIES: common stock, par value $.01 per
share ("Common Stock")
ITEM 2 IDENTITY AND BACKGROUND
NAME OF PERSON FILING: Pursuant to Rule 13d-1(k)(2) of Regulation
13D-G of the Rules and Regulations under the Exchange Act, the undersigned
hereby file jointly this Schedule 13D (collectively, the "Reporting Persons"):
Alan J. Landauer
- ----------------
NAME OF PERSON FILING: Alan J. Landauer ("Mr. Landauer")
PRINCIPAL OCCUPATION: President of Landauer Hospital
Supplies, Inc., a New York
corporation engaged in the sale and
rental of durable medical equipment
to home care patients.
BUSINESS ADDRESS: Landauer Hospital Supplies, Inc.
99 Calvert Street
P.O. Box 839
Harrison, New York 10528
CRIMINAL PROCEEDINGS: None
CIVIL PROCEEDINGS: None
CITIZENSHIP: United States
Donald Fragoli
- --------------
NAME OF PERSON FILING: Donald Fragoli ("Mr. Fragoli")
PRINCIPAL OCCUPATION: Retired
BUSINESS ADDRESS: 17 Brookwood Road
New Rochelle, New York 10804
CRIMINAL PROCEEDINGS: None
<PAGE>
Page 9 of 15
CIVIL PROCEEDINGS: None
CITIZENSHIP: United States
Allan Goldfeder
- ---------------
NAME OF PERSON FILING: Allan Goldfeder ("Mr. Goldfeder")
PRINCIPAL OCCUPATION: Medical sales executive
BUSINESS ADDRESS: 49 Keene Lane
Woodmere, New York 11598
CRIMINAL PROCEEDINGS: None
CIVIL PROCEEDINGS: None
CITIZENSHIP: United States
Louis Rocco
- -----------
NAME OF PERSON FILING: Louis Rocco ("Mr. Rocco")
PRINCIPAL OCCUPATION: Vice President of Issuer, President
of Metropolitan Respirator Service,
Inc., a wholly-owned subsidiary of
Issuer
BUSINESS ADDRESS: 18 Sargent Place
Mt. Vernon, New York 10550
CRIMINAL PROCEEDINGS: None
CIVIL PROCEEDINGS: None
CITIZENSHIP: United States
Saverio Burdi
- -------------
NAME OF PERSON FILING: Saverio Burdi ("Mr. Burdi")
PRINCIPAL OCCUPATION: Chief Operating Officer of Issuer
BUSINESS ADDRESS: 18 Sargent Place
Mt. Vernon, New York 10550
CRIMINAL PROCEEDINGS: None
CIVIL PROCEEDINGS: None
CITIZENSHIP: United States
<PAGE>
Page 10 of 15
WADE WILSON
NAME OF PERSON FILING: Wade Wilson ("Mr. Wilson")
PRINCIPAL OCCUPATION: Consultant for Issuer
BUSINESS ADDRESS: 18 Sargent Place
Mt. Vernon, New York 10550
CRIMINAL PROCEEDINGS: None
CIVIL PROCEEDINGS: None
CITIZENSHIP: United States
ITEM 3 SOURCE AND AMOUNTS OF FUNDS OR OTHER CONSIDERATION.
The response to Item 3 of the Original Schedule 13D is hereby
amended by inserting the following language to the end of the first
paragraph:
On March 12, 1999, Mr. Landauer purchased 50,000 shares of the
Issuer from Allan Goldfeder for a purchase price of $50,000. The purchase
price was paid for with personal funds.
The response to Item 3 of the Original Schedule 13D for Mr. Landauer
is hereby amended by inserting the following language after the first
paragraph and, with respect to the Schedule 13D for the other Reporting
Persons, is as follows:
No cash or other consideration was paid by any of the Reporting
Persons in connection with the execution of the Shareholders Agreement
(as defined in Item 4 below).
ITEM 4 PURPOSE OF TRANSACTION
The response to Item 4 of the Original Schedule 13D for Mr. Landauer
is hereby amended by inserting the following language after the second
paragraph and, with respect to the Schedule 13D for the other Reporting
Persons, is as follows:
Mr. Landauer, Mr. Fragoli, Mr. Goldfeder, Mr. Rocco, Mr. Burdi, and
Mr. Wilson (collectively the "Shareholders") entered into a Shareholders
Agreement dated as of March 12, 1999 (the "Shareholders Agreement")
whereby each Shareholder agreed to (i) vote such Shareholder's shares of
Common Stock in accordance with decisions of Mr. Landauer with respect to
the election and removal of directors of the Issuer and (ii) grant an
irrevocable proxy to Mr. Landauer to secure such undertaking. Each of the
Shareholders granted an irrevocable proxy to Mr. Landauer to vote all
shares of Common Stock owned by such Shareholder at any annual or special
meeting of shareholders of the Issuer at which a proposal to elect or
remove one or more directors of the Issuer is presented or at any
adjournment thereof. In addition, pursuant to the Shareholders Agreement,
the Shareholders agreed that they would cause the Issuer to have a board
of directors consisting of five (5) directors, at least three (3) of whom
shall be persons selected by Mr. Landauer. The Shareholders Agreement
will terminate on March 12, 2000. The Shareholders Agreement is set forth
as Exhibit A hereto. The form of Irrevocable Proxy signed by each
Shareholder (other than Mr. Landauer) is set forth as Exhibit B hereto.
On March 12, 1999, Mr. Landauer sent a letter to the Chairman of the
Board of the Issuer giving notice of his intention to nominate three
individuals for election to the board of directors of the Issuer at the
annual meeting of shareholders scheduled for March 23, 1999. Mr. Landauer
stated in the letter that
<PAGE>
Page 11 of 15
when taking into consideration the proxies or other commitments to vote
(which commitments are now reflected by irrevocable proxies) of several
other shareholders of the Issuer, he believed he had sufficient votes to
elect his nominees to the board of directors of the Issuer. The letter to
the board is set forth as Exhibit C hereto.
Except as set forth herein, none of the Reporting Persons has any
plans or proposals which relate to or would result in (i) the acquisition
by any other person of additional securities of the Issuer, or the
disposition of securities of the Issuer; (ii) an extraordinary corporate
transaction, such as a merger, reorganization or liquidation, involving
the Issuer or any of its subsidiaries; (iii) a sale or transfer of a
material amount of assets of the Issuer or any of its subsidiaries; (iv)
any material change in the present capitalization or dividend policy of
the Issuer; (v) any change in the present board of directors or
management of the Issuer, including any plans or proposals to change the
number or term of directors or fill any existing vacancies on the board;
(vi) any other material change in the Issuer's business or corporate
structure; (vii) changes in the Issuer's charter, bylaws or instruments
corresponding thereto or other actions which may impede the acquisition
of control of the Issuer by any person; (viii) causing the Common Stock
to cease to be authorized to be quoted on the Nasdaq Stock Market; (ix)
the termination of registration of the Common Stock pursuant to Section
12(g)(4) of the Exchange Act; or (x) any action similar to any of those
enumerated above. Notwithstanding the foregoing, each of the Reporting
Persons reserves the right to effect any of such actions as he may deem
necessary or appropriate in the future.
ITEM 5 INTEREST IN SECURITIES OF ISSUER
With respect to each of the Reporting Persons, the percent of class
is based upon 7,162,891 shares of Common Stock outstanding at the close
of business on February 17, 1999 as reported in the Issuer's definitive
proxy statement filed with the SEC on March 8, 1999.
Alan J. Landauer
----------------
The following information with respect to Mr. Landauer's ownership
of Common Stock is provided as of March 12, 1999. Mr. Landauer is the
sole member and Managing Director of LTTR and, together with LTTR, filed
the Original Schedule 13D as a result of such membership interest and
position, and by which he may be deemed to have the power to exercise or
direct the exercise of voting and/or dispositive power that LTTR has with
respect to the 2,126,250 shares of Common Stock owned by LTTR. Mr.
Landauer owns of record 62,000 shares of Common Stock, 50,000 of which he
purchased from Mr. Goldfeder on March 12, 1999. In addition, Mr. Landauer
is filing this joint statement with Messrs. Fragoli, Goldfeder, Rocco,
Burdi and Wilson by virtue of the Shareholders Agreement and the
irrevocable proxies granted to Mr. Landauer by each of the other
Shareholders which gives Mr. Landauer voting rights with respect to an
additional 865,549 shares of Common Stock (approximately 12.08% of the
Common Stock) as a result thereof.
(A) AMOUNT BENEFICIALLY OWNED 3,053,799
(B) PERCENT OF CLASS 42.63%
(C) NUMBER OF SHARES AS TO WHICH
SUCH PERSON HAS
(I) SOLE POWER TO VOTE OR TO
DIRECT THE VOTE . . . . . . . . 2,188,250
(II) SHARED POWER TO VOTE OR
DIRECT THE VOTE . . . . . . . 865,549
(III) SOLE POWER TO DISPOSE OR TO
DIRECT DISPOSITION OF . . . . . 2,188,250
<PAGE>
Page 12 of 15
(IV) SHARED POWER TO DISPOSE OR TO
DIRECT DISPOSITION OF . . . . . . . . 0
Donald Fragoli
--------------
The following information with respect to Mr. Fragoli's ownership of
Common Stock is provided as of March 12, 1999.
(A) AMOUNT BENEFICIALLY OWNED 284,750
(B) PERCENT OF CLASS 3.98%
(C) NUMBER OF SHARES AS TO WHICH
SUCH PERSON HAS
(I) SOLE POWER TO VOTE TO
DIRECT THE VOTE . . . . . 0
(II) SHARED POWER TO VOTE OR
DIRECT THE VOTE . . . . . 284,750
(III) SOLE POWER TO DISPOSE OR TO
DIRECT DISPOSITION OF . . . . . 284,750
(IV) SHARED POWER TO DISPOSE OR TO
DIRECT DISPOSITION OF . . . . 0
Allan Goldfeder
---------------
The following information with respect to Mr. Goldfeder's ownership
of Common Stock is provided as of March 12, 1999. Mr. Goldfeder sold
50,000 shares of Common Stock to Mr. Landauer on March 12, 1999.
(A) AMOUNT BENEFICIALLY OWNED 175,500
(B) PERCENT OF CLASS 2.45%
(C) NUMBER OF SHARES AS TO WHICH
SUCH PERSON HAS
(I) SOLE POWER TO VOTE OR TO
DIRECT THE VOTE . . . . . . . . 0
(II) SHARED POWER TO VOTE OR TO
DIRECT THE VOTE . . . . . . . . . 175,500
(III) SOLE POWER TO DISPOSE OR TO
DIRECT DISPOSITION OF . . . . . 175,500
(IV) SHARED POWER TO DISPOSE OR TO
DIRECT DISPOSITION OF . . . . . . . 0
Louis Rocco
-----------
The following information with respect to Mr. Rocco's ownership of
Common Stock is provided as of March 12, 1999.
(A) AMOUNT BENEFICIALLY OWNED 293,056
(B) PERCENT OF CLASS 4.09%
(C) NUMBER OF SHARES AS TO WHICH
<PAGE>
Page 13 of 15
SUCH PERSON HAS
(I) SOLE POWER TO VOTE OR TO
DIRECT THE VOTE . . . . . . . . 0
(II) SHARED POWER TO VOTE OR
TO DIRECT THE VOTE . . . . . . . . . 293,056
(III) SOLE POWER TO DISPOSE OR TO
DIRECT DISPOSITION OF . . . . . 293,056
(IV) SHARED POWER TO DISPOSE OR TO
DIRECT DISPOSITION OF . . . . . . . 0
Saverio Burdi
-------------
The following information with respect to Mr. Burdi's ownership of
Common Stock is provided as of March 12, 1999.
(A) AMOUNT BENEFICIALLY OWNED 62,243
(B) PERCENT OF CLASS 0.87%
(C) NUMBER OF SHARES AS TO WHICH
SUCH PERSON HAS
(I) SOLE POWER TO VOTE OR TO
DIRECT THE VOTE . . . . . . . . 0
(II) SHARED POWER TO VOTE OR TO
DIRECT THE VOTE . . . . . . . . . 62,243
(III) SOLE POWER TO DISPOSE OR TO
DIRECT DISPOSITION OF . . . . . 62,243
(IV) SHARED POWER TO DISPOSE OR TO
DIRECT DISPOSITION OF . . . . . . . 0
Wade Wilson
-----------
The following information with respect to Mr. Wilson's ownership of
Common Stock is provided as of March 12, 1999.
(A) AMOUNT BENEFICIALLY OWNED 50,000
(B) PERCENT OF CLASS 0.70%
(C) NUMBER OF SHARES AS TO WHICH
SUCH PERSON HAS
(I) SOLE POWER TO VOTE OR TO
DIRECT THE VOTE . . . . . . . . 0
(II) SHARED POWER TO VOTE OR TO
DIRECT THE VOTE . . . . . . . 50,000
(III) SOLE POWER TO DISPOSE OR TO
DIRECT DISPOSITION OF . . . . . 50,000
(IV) SHARED POWER TO DISPOSE OR TO
DIRECT DISPOSITION OF . . . . . . . 0
<PAGE>
Page 14 of 15
ITEM 6 CONTRACTS, ARRANGEMENTS, UNDERSTANDINGS OR RELATIONSHIPS WITH RESPECT TO
SECURITIES OF ISSUER.
The response to Item 6 of the Original Schedule 13D for Mr. Landauer
is hereby amended by inserting the following language after the first
paragraph and, with respect to the other Reporting Persons, is as
follows:
See Item 4 above for a description of the Shareholders Agreement.
ITEM 7 MATERIAL FILED AS EXHIBITS
EXHIBIT DESCRIPTION
A Shareholders Agreement dated as of March 12,
1999 by and among Alan Landauer, Donald
Fragoli, Allan Goldfeder, Louis Rocco,
Saverio Burdi and Wade Wilson.
B Form of Irrevocable Proxy signed by Donald
Fragoli, Allen Goldfeder, Louis Rocco,
Saverio Burdi and Wade Wilson.
C Letter from Mr. Landauer to the Chairman of
the Board of the Issuer proposing slate of
directors.
<PAGE>
Page 15 of 15
After reasonable inquiry and to the best of the undersigned's
knowledge and belief, the undersigned certifies that the information set forth
in this statement is true, complete and correct.
Date: March 12, 1999
ALAN J. LANDAUER
/s/ Alan J. Landauer
--------------------------------
Alan J. Landauer
DONALD FRAGOLI
/s/ Donald Fragoli
--------------------------------
Donald Fragoli
ALLAN GOLDFEDER
/s/ Allan Goldfeder
--------------------------------
Allan Goldfeder
LOUIS ROCCO
/s/ Louis Rocco
--------------------------------
Louis Rocco
Saverio Burdi
/s/ SAVERIO BURDI
--------------------------------
Saverio Burdi
WADE WILSON
/s/ Wade Wilson
--------------------------------
Wade Wilson
<PAGE>
EXHIBIT INDEX
EXHIBIT DESCRIPTION
A Shareholders Agreement dated as of March 12,
1999 by and among Alan Landauer, Donald
Fragoli, Allan Goldfeder, Louis Rocco,
Saverio Burdi and Wade Wilson.
B Form of Irrevocable Proxy signed by Donald
Fragoli, Allen Goldfeder, Louis Rocco,
Saverio Burdi and Wade Wilson.
C Letter from Mr. Landauer to the Chairman of
the Board of the Issuer proposing slate of
directors.
<PAGE>
Exhibit A
SHAREHOLDERS AGREEMENT
This Agreement is made as of March 12, 1999 by and among Donald
Fragoli, whose address is 17 Brookwood Road, New Rochelle, New York 10804, Allan
Goldfeder, whose address is 49 Keene Lane, Woodmere, New York 11598, Louis
Rocco, whose address is 18 Sargent Place, Mt. Vernon, New York 10550, Saverio
Burdi, whose address is 18 Sergent Place, Mt Vernon, New York 10550, Wade
Wilson, whose address is 18 Sergent Place, Mt. Vernon, New York 10550, and Alan
J. Landauer, whose address is 99 Calvert Street, Harrison, New York 10528,
hereinafter called the "Shareholders".
WHEREAS, the Shareholders own common stock of Community Care Services,
Inc. (the "Corporation") and pursuant to Section 620(a) of the New York Business
Corporation Law desire to promote their mutual interests by entering into this
Agreement.
NOW THEREFORE, in consideration of the foregoing and the mutual
promises herein contained, the parties hereto agree as follows:
Each Shareholder agrees that so long as such Shareholder remains a
shareholder of the Corporation, such Shareholder will (a) vote such
Shareholder's shares of common stock of the Corporation in accordance with
decisions of Alan J. Landauer with respect to the election or removal of
directors of the Corporation and (b) to secure such undertaking, give an
irrevocable proxy (substantially in the form attached hereto) to Alan J.
Landauer to vote all shares of common stock of the Corporation owned by such
Shareholder at any annual or special meeting of shareholders of the Corporation
at which a proposal to elect or remove one or more directors of the Corporation
is presented or at any adjournment thereof.
The Shareholders hereby agree that they shall cause the Corporation to
have a board of directors consisting of five (5) directors at least three of
whom shall be persons selected by Alan J. Landauer.
This Agreement shall be in effect for a period of one (1) year from the
date hereof.
This Agreement may be executed in one or more counterparts, each of
which shall be deemed an original but all of which together will constitute one
and the same instrument.
This Agreement shall be binding upon and shall operate for the benefit
of the Shareholders and their respective executors, administrators, successors,
assigns and heirs.
<PAGE>
IN WITNESS THEREOF, the parties have signed this Agreement as of the
date first above written.
/s/ Donald Fragoli
--------------------------------
Donald Fragoli
/s/ Allan Goldfeder
--------------------------------
Allan Goldfeder
/s/ Louis Rocco
--------------------------------
Louis Rocco
/s/ Saverio Burdi
--------------------------------
Saverio Burdi
/s/ Wade Wilson
--------------------------------
Wade Wilson
/s/ Alan J. Landauer
--------------------------------
Alan J. Landauer
<PAGE>
Exhibit B
IRREVOCABLE PROXY
KNOW ALL MEN BY THESE PRESENTS that I, _____________________________,
being the holder of _________ shares of common stock of Community Care Services,
Inc. (the "Corporation"), do hereby constitute and appoint Alan J. Landauer as
my proxy to attend any annual or special meeting of shareholders of the
Corporation to be held during the period of one (1) year from the date hereof at
which a proposal to elect or remove one or more directors of the Corporation is
presented, or any postponement or adjournment thereof, with full power to vote
and act for me on any such proposal and in my name, place, and stead, in the
same manner, to the same extent, and with the same effect that I might were I
personally present thereat, giving to Alan J. Landauer full power of
substitution and revocation.
This proxy is irrevocable during the duration hereof. Alan J. Landauer
is a person designated by or under an agreement described by Section 620(a) of
the New York Business Corporation Law.
Date:_______________________________ ________________________________________
Name:
Sworn to before me by _________________
known to me, this ____ day of March, 1999
_________________________________________
Notary Public
<PAGE>
Exhibit C
99 CALVERT STREET
P.O. BOX 839
HARRISON, NY 10528
March 12, 1999
Community Care Services, Inc.
18 Sargent Place
Mount Vernon, NY 10550
Attention: Dean L. Sloane
Chairman of the Board
Re: Annual Meeting Of Shareholders
------------------------------
Dear Sir:
As the owner of 62,000 shares of Community Care Services, Inc. (the "Company"),
I hereby give notice of my intention to nominate the following three individuals
for election as directors to the five person board of directors of the Company
(or such other persons who may be substituted therefor) at the annual meeting of
shareholders of the Company scheduled to be held on March 23, 1999: Alan J.
Landauer, Thomas C. Blum and Gary J. Spirgel. Information regarding each
nominee's past business experience, ownership of common stock of the Company and
other information which would normally be included in a proxy statement is set
forth in the Appendix hereto. Please contact me if you require any further
information with respect to any of the nominees.
My shares, together with the 2,126,250 shares owned by LTTR Home Care, LLC (of
which I am the sole member and Managing Director), represents approximately
30.55% of the outstanding shares of the Company.
I have the proxies or commitments to vote from several other shareholders of the
Company who beneficially own shares of the Company and which, together with the
shares owned by LTTR and me, will I believe be sufficient to elect my nominees
to the five person Board of Directors of the Company. An initial Schedule 13D
for this group of shareholders and an amended Schedule 13D for LTTR and me are
being prepared for filing with the Securities and Exchange Commission and a copy
of such filings will be sent to the Company in accordance with Section 13(d) of
the Securities Exchange Act.
<PAGE>
I note that the complete address of the location of the annual meeting is not
set forth in the definitive proxy materials dated March 8, 1999 related to the
annual meeting and ask that such address is forwarded to me so that I may attend
the meeting. I hope you will give this your immediate attention and look forward
to hearing from you in the very near future. I can be contacted at 914-835-4200.
Very truly yours,
/s/ Alan J. Landauer
- --------------------
Alan J. Landauer
cc: Harris Leroy
Acting Chief Executive Officer
Saverio D. Burdi
Chief Operating Officer
Thomas C. Blum
Gary J. Spirgel
<PAGE>
APPENDIX
Alan J. Landauer is the President and Chief Executive Officer of Landauer
Hospital Supplies, Inc., a home medical equipment provider, a position he has
held since 1980. He has also been the President and Chief Executive Officer of
Landauer Home Infusion Service from 1991 to the present. Mr. Landauer is active
in the management and growth of these home medical equipment providers and has
completed four acquisitions in the prior four years.
Mr. Landauer owns 62,000 shares of Community Care Services, Inc. directly and is
the Managing Director and the sole member of LTTR HomeCare, LLC which owns an
additional 2,126,250 shares.
Thomas C. Blum is currently affiliated with Columbia Financial Partners, which
makes private investments in small financial institutions, as a consultant. From
September 1996 to October 1998, Mr. Blum was Managing Director of Bear Stearns &
Co. where he was responsible for investment banking relationships in the
financial institutions group. In the prior 14 years, Mr. Blum was employed by
Solomon Brothers, Inc. rising to Vice President in investment banking, where he
was responsible for mergers and acquisitions, capital raising and advisory work.
From 1989 to 1992 Mr. Blum ran Solomon's Asia financial institutions business
from Tokyo, Japan.
Mr. Blum and Mr. Landauer are first cousins. Mr. Blum owns 10,000 shares of
Community Care.
Gary J. Spirgel was employed for 16 years by Health Force, Inc., a national
provider of home care services with 85 offices in 23 states and a wholly owned
subsidiary of Accustaff, Inc. From 1994 to 1998 he was President of Health
Force, where he had full operational responsibility for the company, including
profitability. His active employment with Health Force terminated in April, 1998
when the division was sold.
Mr. Spirgel does not own any shares of Community Care.
None of the nominees have ever (i) been involved in a petition under the
bankruptcy code of the United States (ii) been convicted in a criminal preceding
(iii) been the subject of any order, judgment or decree enjoining him from,
among other things, acting as a broker, dealer, investment advisor, engaging in
any type of business practice or engaging in any activity in connection with the
purchase or sale of any security or in connection with any violation of federal
or state securities laws, (iv) been subject to any order or decree barring or
suspending his right to engage in any activities described in (iii) above, or
(v) been found by a court of competent jurisdiction in a civil action or by a
governmental authority to have violated any federal or state securities law.
Each nominee has consented to be named as a proposed director of Community Care
on a proposal to be considered by the shareholders at the annual meeting.
