CUSIP NO. 20589T-10-3 Page 1 of 8 Pages
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13D
(Rule 13d-101)
INFORMATION TO BE INCLUDED IN STATEMENTS FILED PURSUANT
TO RULE 13d-1(a) AND AMENDMENTS THERETO FILED PURSUANT TO
RULE 13d-2(a)
(Amendment No. )1
Concentra Managed Care, Inc.
(Name of Issuer)
Common Stock, $.01 par value
(Title of Class of Securities)
20589T-10-3
(CUSIP Number)
Welsh, Carson, Anderson Robert A. Schwed, Esq.
& Stowe VIII, L.P, 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)
October 20, 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(e), 13d-1(f) or 13d-1(g), check the following
box [ ].
- --------
1The 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
securites, 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 or otherwise
subject to the liabilities of that section of the Act but shall be subject to
all other provisions of the Act.
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CUSIP NO. 20589T-10-3 Page 2 of 8 Pages
1) Name of Reporting Person Welsh, Carson, Anderson
I.R.S. Identification & Stowe VIII, L.P.
No. of Above Person
(Entities Only)
- ---------------------------------------------------------------
2) Check the Appropriate Box (a) [ ]
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 4,346,732 shares of
Shares Beneficially Power Common Stock
Owned by Each (including shares
Reporting Person issuable upon
With conversion of
Convertible Notes)
8) Shared Voting
Power -0-
9) Sole Disposi- 4,346,732 shares of
tive Power Common Stock
(including shares
issuable upon
conversion of
Convertible Notes)
10) Shared Dis-
positive Power -0-
11) Aggregate Amount Beneficially 4,346,732 shares of
Owned by Each Reporting Person Common Stock
(including shares
issuable upon
conversion of
Convertible Notes)
12) Check if the Aggregate
Amount in Row (11)
Excludes Certain Shares
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CUSIP NO. 20589T-10-3 Page 3 of 8 Pages
13) Percent of Class
Represented by 9.1%
Amount in Row (11)
14) Type of Reporting
Person PN
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CUSIP NO. 20589T-10-3 Page 4 of 8 Pages
Schedule 13D
Item 1. Security and Issuer.
This statement relates to the Common Stock, $.01 par value (the
"Common Stock"), of Concentra Managed Care, Inc., a Delaware corporation
("Concentra" or the "Issuer"). The principal executive offices of the Issuer are
located at 312 Union Wharf, Boston, Massachusetts 02109.
Item 2. Identity and Background.
(a) The undersigned hereby files this statement on Schedule 13D on
behalf of Welsh, Carson, Anderson & Stowe VIII, L.P., a Delaware limited
partnership ("WCAS VIII"). WCAS VIII is sometimes hereinafter referred to as the
"Reporting Person".
(b)-(c) WCAS VIII is a Delaware limited partnership. The principal
business of WCAS VIII is that of a private investment partnership. The sole
general partner of WCAS VIII is WCAS VIII Associates L.L.C., a Delaware limited
liability company ("VIII Associates"). The principal business of VIII Associates
is that of acting as the general partner of WCAS VIII. The principal business
and principal office address of WCAS VIII, VIII Associates and the managing
members of VIII Associates is 320 Park Avenue, Suite 2500, New York, New York
10022. The managing members of VIII Associates are citizens of the United
States, and their respective principal occupations are set forth below.
Managing Members Occupation
Patrick J. Welsh Managing Member, VIII Associates
Russell L. Carson Managing Member, VIII Associates
Bruce K. Anderson Managing Member, VIII Associates
Thomas E. McInerney Managing Member, VIII Associates
Andrew M. Paul Managing Member, VIII Associates
Laura VanBuren Managing Member, VIII Associates
Robert A. Minicucci Managing Member, VIII Associates
Anthony J. deNicola Managing Member, VIII Associates
Paul B. Queally Managing Member, VIII Associates
Lawrence B. Sorrel Managing Member, VIII Associates
Priscilla A. Newman Managing Member, VIII Associates
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CUSIP NO. 20589T-10-3 Page 5 of 8 Pages
(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.
Between October 20, 1998 and October 30, 1998, WCAS VIII purchased an
aggregate 1,725,000 shares of Common Stock, at an average purchase price of
$10.49 per share, and an aggregate 20,500 of Concentra's 4.5% Convertible
Subordinated Notes ("Convertible Notes") (convertible into an aggregate 496,969
shares of Common Stock), at an average purchase price of $73.94 per Note, in
open market and privately negotiated transactions. The source of funds for such
purchases was WCAS VIII's working capital, or funds available for investment.
Item 4. Purpose of Transaction.
WCAS VIII has acquired securities of the Issuer for investment
purposes. WCAS VIII will continue to review its investment in the Issuer and
reserves the right, based on such review, to acquire additional securities of
the Issuer, or to dispose of any or all of the securities purchased by it, or
otherwise change its intentions with respect to any or all of the matters
referred to in this Item 4.
In determining whether to do so, WCAS VIII will consider various
relevant factors, including its evaluation of the Issuer's business, prospects
and financial condition, amounts and prices of available securities of the
Issuer, the market for the Issuer's securities, other opportunities available to
WCAS VIII and general market and economic conditions. Purchases may be made
either on the open market or in privately negotiated transactions.
WCAS VIII has previously considered an acquisition of the Issuer. As
part of its ongoing review of its investment in the Issuer, WCAS VIII may
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CUSIP NO. 20589T-10-3 Page 6 of 8 Pages
continue to explore from time to time a possible acquisition of the Issuer,
subject to future developments at the Issuer, the results of various due
diligence investigations, the desires of the Issuer's board of directors and
other factors. No assurances can be made, however, that WCAS will continue to
explore a possible acquisition of the Issuer.
Except as set forth in this Item 4, neither WCAS VIII nor, to its
knowledge, any of the managing members of VIII Associates has any current plans
or proposals which relate to or would result in any of the actions specified in
clauses (a) through (j) of Item 4 of Schedule 13D, although WCAS VIII and such
other persons do not rule out the possibility of effecting or seeking to effect
any such actions in the future.
Item 5. Interest in Securities of the Issuer.
The following information is based on a total of 47,027,000 shares of
Common Stock outstanding as of September 30, 1998, and gives effect to the
conversion of all Convertible Notes held by the Reporting Person:
(a)
WCAS VIII and VIII Associates
WCAS VIII owns 4,346,732 shares of Common Stock, or approximately 9.1%
of the Common Stock outstanding. VIII Associates, as the general partner of
WCAS VIII, may be deemed to beneficially own the securities owned by WCAS
VIII.
Managing Members of VIII Associates
(i)Patrick J. Welsh owns 15,505 shares of Common Stock, or less than
0.1% of the Common Stock outstanding.
(ii) Russell L. Carson owns 600 shares of Common Stock, or less than
0.1% of the Common Stock outstanding.
(iii) Bruce K. Anderson owns 100,000 shares of Common Stock, or
approximately 0.2% of the Common Stock outstanding.
(iv) Andrew M. Paul owns 2,500 shares of Common Stock, or less than
0.1% of the Common Stock outstanding.
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(v) Thomas E. McInerney owns 11,801 shares of Common Stock, or less
than 0.1% of the Common Stock outstanding.
(vi) Paul B. Queally owns 3,034 shares of Common Stock, or less than
0.1% of the Common Stock outstanding.
(b) The managing members of VIII Associates may be deemed to share the
power to vote or direct the voting of and to dispose or direct the disposition
of the Common Stock owned by WCAS VIII. Each of the managing members of VIII
Associates disclaims beneficial ownership of all shares of Common Stock other
than the shares he or she owns directly or by virtue of his or her indirect pro
rata interest, as a managing member of VIII Partners, in the shares owned by
WCAS VIII.
(c) WCAS VIII purchased Common Stock in open market transactions in
the past 60 days as follows:
Date Number of Shares Price Per Share
9/08/98 250,000 $6.10
9/09/98 625,000 $6.73
9/10/98 625,000 $7.02
9/11/98 624,763 $7.66
(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 of
Common Stock owned by WCAS VIII.
(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.
Not Applicable
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CUSIP NO. 20589T-10-3 Page 7 of 8 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: October 29, 1998
WELSH, CARSON, ANDERSON & STOWE VIII, L.P.
By: WCAS VIII Associates, LLC, General
Partner
By: /s/ Laura VanBuren
-----------------------------------
Managing Member
