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. 2)1[FN]
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)
March 2, 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 [ ].
- --------
FN 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
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, Ander-
I.R.S. Identification son & 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 7,136,127 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- 7,136,127 shares of
tive Power Common Stock
(including shares
issuable upon
conversion of
Convertible Notes)
10) Shared Dis-
positive Power -0-
11) Aggregate Amount Beneficially 7,136,127 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 5 Pages
13) Percent of Class
Represented by 14.9%
Amount in Row (11)
14) Type of Reporting
Person PN
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CUSIP NO. 20589T-10-3 Page 4 of 5 Pages
Amendment No. 2 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 and Amendment No. 1 thereto filed on January 12, 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 6. Contracts, Arrangements, Understandings or Relationships With
Respect to Securities of the Issuer.
Item 6 is hereby amended by adding the following
thereto:
The Issuer has entered into an Agreement and Plan of Merger, dated as
of March 2, 1999, by and between the Issuer and Yankee Acquisition Corp., a
Delaware corporation ("Newco") (the "Merger Agreement"). The Merger Agreement is
incorporated herein as Exhibit A hereto by reference to Exhibit 2.1 to the
Issuer's Report on Form 8-K dated March 2, 1999, as filed with the Commission on
March 3, 1999, and any description thereof is qualified in its entirety by
reference thereto. The Merger Agreement contemplates the merger (the "Merger")
of Newco with and into the Issuer, upon the effectiveness of which the separate
corporate existence of Newco will cease, and the Issuer will continue as the
surviving corporation. Pursuant to the terms of the Merger Agreement, each
outstanding share of the Issuer's Common Stock will be converted into either (i)
the right to retain, at the election of the holder thereof, one share of the
Issuer's Common Stock or (ii) the right to receive $16.50 in cash, subject to
certain proration procedures. In addition, each share of common stock of Newco
will be converted into one share of common stock of the surviving corporation.
The Reporting Person is the sole stockholder of Newco, which has been organized
for the purpose of accomplishing the Merger.
Item 7. Material to Be Filed as Exhibits.
Exhibit A -- Merger Agreement (Incorporated by Reference to Exhibit
2.1 to the Issuer's Report on Form 8-K dated March 2, 1999, as filed with the
Commission on March 3, 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: March 17, 1999
WELSH, CARSON, ANDERSON & STOWE VIII, L.P.
By: WCAS VIII Associates, LLC, General
Partner
By: /s/ Paul B. Queally
Managing Member
