CUSIP NO. 641881107 Page 1 of 12 Pages
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13D
Under the Securities Exchange Act of 1934
New American Healthcare Corporation
(Name of Issuer)
Common Stock, $.01 par value
(Title of Class of Securities)
641881107
(CUSIP Number)
Welsh, Carson, Anderson William J. Hewitt, Esq.
& Stowe Reboul, MacMurray, Hewitt,
320 Park Avenue, Suite 2500 Maynard & Kristol
New York, New York 10022 45 Rockefeller Plaza
Attention: Laura VanBuren New York, New York 10111
Tel. (212) 893-9500 Tel. (212) 841-5700
(Name, Address and Telephone Number of Person
Authorized to Receive Notices and Communications)
August 25, 1998
(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 Rule 13d-1(b)(3) or (4), check the following box [ ].
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CUSIP NO. 641881107 Page 2 of 12 Pages
1) Name of Reporting Person Welsh, Carson, Ander-
S.S. or I.R.S. Identification son & Stowe VII, L.P.
No. of Above Person
2) Check the Appropriate Box (a) [X]
if a Member of a Group (b) [ ]
3) SEC Use Only
4) Source of Funds WC
5) Check if Disclosure of
Legal Proceedings Is Not Applicable
Required Pursuant to
Items 2(d) or 2(e)
6) Citizenship or Place
of Organization Delaware
Number of 7) Sole Voting 9,426,336 shares of
Shares Beneficially Power Common Stock
Owned by Each
Reporting Person:
8) Shared Voting
Power -0-
9) Sole Disposi- 9,426,336 shares of
tive Power Common Stock
10) Shared Dis-
positive Power -0-
11) Aggregate Amount Beneficially 9,426,336 shares of
Owned by Each Reporting Person Common Stock
12) Check if the Aggregate
Amount in Row (11)
Excludes Certain Shares
13) Percent of Class
Represented by 53.6%
Amount in Row (11)
14) Type of Reporting
Person PN
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CUSIP NO. 641881107 Page 3 of 12 Pages
1) Name of Reporting Person WCAS Healthcare
S.S. or I.R.S. Identification Partners, L.P.
No. of Above Person
2) Check the Appropriate Box (a) [X]
if a Member of a Group (b) [ ]
3) SEC Use Only
4) Source of Funds WC
5) Check if Disclosure of
Legal Proceedings Is Not Applicable
Required Pursuant to
Items 2(d) or 2(e)
6) Citizenship or Place
of Organization Delaware
Number of 7) Sole Voting 148,281 shares of
Shares Beneficially Power Common Stock
Owned by Each
Reporting Person:
8) Shared Voting
Power -0-
9) Sole Disposi- 148,281 shares of
tive Power Common Stock
10) Shared Dis-
positive Power -0-
11) Aggregate Amount Beneficially 148,281 shares of
Owned by Each Reporting Person Common Stock
12) Check if the Aggregate
Amount in Row (11)
Excludes Certain Shares
13) Percent of Class
Represented by 0.8%
Amount in Row (11)
14) Type of Reporting
Person PN
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CUSIP NO. 641881107 Page 4 of 12 Pages
1) Name of Reporting Person WCAS Capital
S.S. or I.R.S. Identification Partners III, L.P.
No. of Above Person
2) Check the Appropriate Box (a) [X]
if a Member of a Group (b) [ ]
3) SEC Use Only
4) Source of Funds Not Applicable
5) Check if Disclosure of
Legal Proceedings Is Not Applicable
Required Pursuant to
Items 2(d) or 2(e)
6) Citizenship or Place
of Organization Delaware
Number of 7) Sole Voting 591,725 shares of
Shares Beneficially Power Common Stock
Owned by Each (issuable upon
Reporting Person: exercise of warrant)
8) Shared Voting
Power -0-
9) Sole Disposi- 591,725 shares of
tive Power Common Stock
(issuable upon
exercise of warrant)
10) Shared Dis-
positive Power -0-
11) Aggregate Amount Beneficially 591,725 shares of
Owned by Each Reporting Person Common Stock
(issuable upon
exercise of warrant)
12) Check if the Aggregate
Amount in Row (11)
Excludes Certain Shares
13) Percent of Class
Represented by 3.3%
Amount in Row (11)
14) Type of Reporting
Person PN
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CUSIP NO. 641881107 Page 5 of 12 Pages
Schedule 13D
Item 1. Security and Issuer.
This statement relates to the Common Stock, $.01 par value (the
"Common Stock"), of New American Healthcare Corporation, a Delaware corporation
("New American" or the "Issuer"). The principal executive offices of the Issuer
are located at 109 Westpark Drive, Suite 440, Brentwood, Tennessee 37027.
Item 2. Identity and Background.
(a) Pursuant to Rule 13d-1(f)(1)-(2) of Regulation 13D-G of the
General Rules and Regulations under the Securities Exchange Act of 1934, as
amended (the "Act"), the undersigned hereby file this statement on Schedule 13D
on behalf of Welsh, Carson, Anderson & Stowe VII, L.P., a Delaware limited
partnership ("WCAS VII"), WCAS Capital Partners III, L.P., a Delaware limited
partnership ("WCAS CP III") and WCAS Healthcare Partners, L.P., a Delaware
limited partnership ("WCAS HP"). WCAS VII, WCAS CP III and WCAS HP are sometimes
hereinafter referred to as the "Reporting Persons". The Reporting Persons are
making this single, joint filing because they may be deemed to constitute a
"group" within the meaning of Section 13(d)(3) of the Act. The Agreement among
the Reporting Persons to file as a group (the "Group Agreement") is attached
hereto as Exhibit A.
WCAS VII
(b)-(c) WCAS VII is a Delaware limited partnership. The principal
business of WCAS VII is that of a private investment partnership. The sole
general partner of WCAS VII is WCAS VII Partners, L.P., a Delaware limited
partnership ("VI Partners"). The principal business of VII Partners is that of
acting as the general partner of WCAS VII. The principal business and principal
office address of WCAS VII, VII Partners and the general partners of VII
Partners is 320 Park Avenue, Suite 2500, New York, New York 10022. The general
partners of VII Partners are citizens of the United States, and their respective
principal occupations are set forth below.
WCAS CP III
(b)-(c) WCAS CP III is a Delaware limited partnership. The principal
business of WCAS CP III is that of a private investment partnership. The sole
general partner of WCAS CP III is WCAS CP III Associates, LLC, a Delaware
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CUSIP NO. 641881107 Page 6 of 12 Pages
limited liability company ("CP III Associates"). The principal business of CP
III Associates is that of acting as the general partner of WCAS CP III. The
principal business and principal office address of WCAS CP III, CP III
Associates and the managing members of CP III Associates is 320 Park Avenue,
Suite 2500, New York, New York 10022. The managing members of CP III Associates
are citizens of the United States, and their respective principal occupations
are set forth below.
WCAS HP
(b)-(c) WCAS HP is a Delaware limited partnership. The principal
business of WCAS HP is that of a private investment partnership. The sole
general partner of WCAS HP is WCAS HP Partners, a Delaware general partnership
("HP Partners"). The principal business of HP Partners is that of acting as the
general partner of WCAS HP. The principal business and principal office address
of WCAS HP, HP Partners and the general partners of HP Partners is 320 Park
Avenue, Suite 2500, New York, New York 10022. The general partners of HP
Partners are citizens of the United States, and their respective principal
occupations are set forth below.
General Partners Occupation
Patrick J. Welsh General Partner, VII Partners and HP
Partners; Managing Member, CP III
Associates
Russell L. Carson General Partner, VII Partners and HP
Partners; Managing Member, CP III
Associates
Bruce K. Anderson General Partner, VII Partners; Managing
Member, CP III Associates
Richard H. Stowe General Partner, VII Partners; Managing
Member, CP III Associates
Thomas E. McInerney General Partner, VII Partners; Managing
Member, CP III Associates
Andrew M. Paul General Partner, VII Partners; Managing
Member, CP III Associates
Laura VanBuren General Partner, VII Partners; Managing
Member, CP III Associates
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CUSIP NO. 641881107 Page 7 of 12 Pages
Robert A. Minicucci General Partner, VII Partners; Managing
Member, CP III Associates
Anthony J. deNicola General Partner, VII Partners; Managing
Member, CP III Associates
Paul B. Queally General Partner, VII Partners; Managing
Member, CP III Associates
Lawrence B. Sorrel General Partner, VII Partners; Managing
Member, CP III Associates
Priscilla A. Newman General Partner, VII Partners; Managing
Member, CP III Associates
(d) None of the entities or persons identified in this Item 2 has,
during the last five years, been convicted in a criminal proceeding (excluding
traffic violations or similar misdemeanors).
(e) None of the entities or persons identified in this Item 2 has,
during the last five years, 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 or mandating activities subject to, federal or
state securities laws or finding any violation with respect to such laws.
Item 3. Source and Amount of Funds and Other Consideration.
In connection with the Issuer's initial public offering on August 20,
1998 (the "Offering"), WCAS VII and WCAS HP purchased 477,851 and 7,501 shares,
respectively, of Common Stock at the initial public offering price of $13.00 per
share. Such shares were registered under the Securities Act of 1933, as amended,
pursuant to a Registration Statement on Form S-1 filed by the Issuer with the
Securities and Exchange Commission in connection with the Offering. The source
of funds for such purchase was the working capital, or funds available for
investment, of WCAS VII and WCAS HP.
Item 4. Purpose of Transaction.
The Reporting Persons have acquired securities of the Issuer for
investment purposes.
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CUSIP NO. 641881107 Page 8 of 12 Pages
Item 5. Interest in Securities of the Issuer.
The following information is based on a total of 17,595,370 shares of
Common Stock outstanding after the completion of the Offering. Calculations with
respect to WCAS CP III give effect to the exercise of all warrants held by WCAS
CP III that are presently-exercisable or exercisable within sixty days of the
date of this statement.
(a)
WCAS VII and VII Partners
WCAS VII owns 9,426,336 shares of Common Stock, or approximately 53.6%
of the Common Stock outstanding. VII Partners, as the general partner of
WCAS VII, may be deemed to beneficially own the securities owned by WCAS
VII.
WCAS CP III and CP III Associates
WCAS CP III owns 591,725 shares of Common Stock, or approximately 3.3%
of the Common Stock outstanding. CP III Associates, as the general partner
of WCAS CP III, may be deemed to beneficially own the securities owned by
WCAS CP III.
WCAS HP and HP Partners
WCAS HP owns 148,281 shares of Common Stock, or approximately 0.8% of
the Common Stock outstanding. HP Partners, as the general partner of WCAS
HP, may be deemed to beneficially own the securities owned by WCAS HP.
General Partners of VII Partners and HP Partners and Managing Members
of CP III Associates
(i) Patrick J. Welsh owns 49,325 shares of Common Stock, or,
approximately 0.3% of the Common Stock outstanding.
(ii) Russell L. Carson owns 98,650 shares of Common Stock, or
approximately 0.6% of the Common Stock outstanding.
(iii) Bruce K. Anderson owns 59,179 shares of Common Stock, or
approximately 0.3% of the Common Stock outstanding.
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CUSIP NO. 641881107 Page 9 of 12 Pages
(iv) Richard H. Stowe owns 29,583 shares of Common Stock, or
approximately 0.2% of the Common Stock outstanding.
(v) Andrew M. Paul owns 9,872 shares of Common Stock, or less than
0.1% of the Common Stock outstanding.
(vi) Thomas E. McInerney owns 14,790 shares of Common Stock, or
approximately 0.1% of the Common Stock outstanding.
(vii) Laura VanBuren owns 3,953 shares of Common Stock, or less than
0.1% of the Common Stock outstanding.
(ix) Robert A. Minicucci owns 7,888 shares of Common Stock, or less
than 0.1% of the Common Stock outstanding.
(x) Anthony J. deNicola owns 5,919 shares of Common Stock, or less
than 0.1% of the Common Stock outstanding.
(b) The general partners of each of VII Partners and HP Partners and
the managing members of CP III Associates may be deemed to share the power to
vote or direct the voting of and to dispose or direct the disposition of the
securities of the Issuer owned by WCAS VII, WCAS HP and WCAS CP III,
respectively. Each of the general partners of VII Partners and HP Partners and
the managing members of CP III Associates disclaims beneficial ownership of all
securities other than the shares he or she owns directly or by virtue of his or
her indirect pro rata interest, as a partner or managing member of VII Partners,
HP Partners and/or CP III Associates, as the case may be, in the shares owned by
WCAS VII, WCAS HP and/or WCAS CP III.
(c) Except as described in this statement, none of the entities or
persons named in Item 2 has effected any transaction in the Issuer's securities
in the past 60 days.
(d) Except as described in this statement, no person has the power to
direct the receipt of dividends on or the proceeds of sales of the shares owned
by WCAS VII, WCAS CP III or WCAS HP.
(e) Not Applicable.
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CUSIP NO. 641881107 Page 10 of 12 Pages
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 A - Group Agreement (Appears at Page 12)
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CUSIP NO. 641881107 Page 11 of 12 Pages
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.
Dated: August 31, 1998
WELSH, CARSON, ANDERSON & STOWE VII, L.P.
By: WCAS VII Partners, L.P., General Partner
By: /s/ Laura Van Buren
General Partner
WCAS HEALTHCARE PARTNERS, L.P.
By: WCAS HP Partners, General Partner
By: /s/ Laura Van Buren
Attorney-in-Fact
WCAS CAPITAL PARTNERS III, L.P.
By: WCAS CP III Associates, LLC,
General Partner
By: /s/ Laura Van Buren
Managing Member
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CUSIP No. 641881107 Page 12 of 12 Pages
EXHIBIT A
AGREEMENT
OF
WELSH, CARSON, ANDERSON & STOWE VII, L.P.,
WCAS HEALTHCARE PARTNERS, L.P.
AND
WCAS CAPITAL PARTNERS III, L.P.
Pursuant to Rule 13d-1(f)
The undersigned hereby agree that the statement on Schedule 13D to
which this Agreement is annexed as Exhibit A is filed on behalf of each of them
in accordance with the provisions of Rule 13d-1(f) under the Securities Exchange
Act of 1934, as amended.
Dated: August 31, 1998
WELSH, CARSON, ANDERSON & STOWE VII, L.P.
By: WCAS VII Partners, L.P., General Partner
By: /s/ Laura Van Buren
General Partner
WCAS HEALTHCARE PARTNERS, L.P.
By: WCAS HP Partners, General Partner
By: /s/ Laura Van Buren
Attorney-in-Fact
WCAS CAPITAL PARTNERS III, L.P.
By: WCAS CP III Associates, LLC,
General Partner
By: /s/ Laura Van Buren
Managing Member
