CUSIP NO. 20589T-10-3 Page 1 of 6 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. 3)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)
July 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 6 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 7,046,127 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- 7,046,127 shares of
tive Power Common Stock
(including shares
issuable upon
conversion of
Convertible Notes)
10) Shared Dis-
positive Power -0-
11) Aggregate Amount Beneficially 7,046,127 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 6 Pages
13) Percent of Class
Represented by 14.6%
Amount in Row (11)
14) Type of Reporting
Person PN
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CUSIP NO. 20589T-10-3 Page 4 of 6 Pages
Amendment No. 3 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 and Amendment No. 2
thereto filed on March 18, 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 2. Identity and Background.
Item 2 is hereby amended by adding Rudolph E. Rupert and Jonathan M.
Rather as Managing Members of VIII Associates.
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 is based on a total of 47,294,074 shares of
Common Stock outstanding as of March 15, 1999, as reported in the Issuer's
Report on Form 10-K for the fiscal year ended December 31, 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 7,046,127 shares of Common Stock, or approximately
14.6% 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.
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CUSIP NO. 20589T-10-3 Page 5 of 6 Pages
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.
(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) On July 2, 1999, WCAS VIII sold an aggregate 22,500 shares of
Common Stock in open market transactions, at an average price of $14.68 per
share. On July 6, 1999, WCAS VIII sold an aggregate 67,500 shares of Common
Stock in open market transactions, at an average price of $14.58 per share.
These dispositions are not related to WCAS VIII's support of the transactions
contemplated by the Merger Agreement described in Amendment No. 2 to the
Schedule 13D.
(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.
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CUSIP NO. 20589T-10-3 Page 6 of 6 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: July 6, 1999
WELSH, CARSON, ANDERSON & STOWE VIII, L.P.
By: WCAS VIII Associates, LLC, General
Partner
By: /s/ Paul B. Queally
Managing Member
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