CUSIP NO. 20589T-10-3 Page 1 of 5 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. 4)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)
August 17, 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 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 [ ].
- ----------------
1 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 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 5 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 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 -0-
Shares Beneficially Power
Owned by Each
Reporting Person
With
8) Shared Voting
Power -0-
9) Sole Dispositive -0-
Power
10) Shared Dispositive
Power -0-
11) Aggregate Amount Beneficially -0-
Owned by Each Reporting Person
12) Check if the Aggregate
Amount in Row (11)
Excludes Certain Shares
13) Percent of Class
Represented by -0-
Amount in Row (11)
14) Type of Reporting
Person PN
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CUSIP NO. 20589T-10-3 Page 3 of 5 Pages
Amendment No. 4 to Schedule 13D
Reference is hereby made to the statement on Schedule 13D originally
filed with the Securities and Exchange Commission (the "Commission") on October
30, 1998, Amendment No. 1 thereto filed on January 12, 1999, Amendment No. 2
thereto filed on March 18, 1999, and Amendment No. 3 thereto filed on July 7,
1999 (as so amended, the "Schedule 13D"). Terms defined in the Schedule 13D are
used herein as so defined.
The Schedule 13D is hereby amended as follows:
Item 5. Interest in Securities of the Issuer.
Item 5 is hereby amended and restated to read in its entirety as
follows:
The following information gives effect to the conversion of all
Convertible Notes held by the Reporting Person.
(a)
WCAS VIII and VIII Associates
WCAS VIII and VIII Associates, as the general partner of WCAS VIII,
own no shares of Common Stock.
Managing Members of VIII Associates
The Managing Members of WCAS VIII own no shares of Common Stock.
(b) The managing members of VIII Associates may be deemed to have
shared 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 owned 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) As contemplated by the Merger Agreement described in Amendment No.
2 to the Schedule 13D, on August 17, 1999 the Merger became effective, and as a
result WCAS VIII transferred all of the Common Stock and Convertible Notes of
the Issuer that it held to Newco, in exchange for Common Stock, $.01 par value,
of Newco ("Newco Common Stock"). The Common Stock was valued at $16.50 per
share, and the Convertible Notes at $1,001.25 per $1,000 principal amount. Newco
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CUSIP NO. 20589T-10-3 Page 4 of 5 Pages
then merged with and into the Issuer, with the Issuer continuing as the
surviving corporation and all shares of Newco Common Stock being converted into
a new class of Common Stock of the Issuer, which is not registered under the
Securities Act of 1933, as amended.
(d) Except as described in this statement, no person had 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) WCAS VIII ceased to be the beneficial owner of more than five
percent of the Common Stock on August 17, 1999.
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CUSIP NO. 20589T-10-3 Page 5 of 5 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: September 24, 1999
WELSH, CARSON, ANDERSON & STOWE VIII, L.P.
By: WCAS VIII Associates, LLC, General
Partner
By: /s/ Paul B. Queally
Managing Member
