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SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13D
(Amendment No. 8)
Under the Securities Exchange Act of 1934
Coventry Health Care, Inc.
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(Name of Issuer)
Common Stock, par value $0.01
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(Title of Class of Securities)
222862104
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(CUSIP Number of Class of Securities)
Stephen Distler
E.M. Warburg, Pincus & Co., LLC
466 Lexington Avenue
New York, New York 10017
(212) 878-0600
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(Name, Address and Telephone Number of Person
Authorized to Receive Notices and Communications)
Copies to:
Steven J. Gartner, Esq.
Willkie Farr & Gallagher
787 Seventh Avenue
New York, NY 10019-6099
(212) 728-8000
December 8, 2000
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(Date of Event which Requires
Filing of this Schedule)
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 ss.ss.240.13d-1(e), 240.13d-1(f) or 240.13d-1(g), check
the following box: [ ]
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This Amendment No. 8 amends the Schedule 13D filed on September 8, 2000 (as
amended, the "Schedule 13D") on behalf of Warburg, Pincus Ventures, L.P., a
Delaware limited partnership ("Ventures"), E.M. Warburg, Pincus & Co., LLC, a
New York limited liability company ("EMW"), Warburg, Pincus Equity Partners,
L.P., a Delaware limited partnership ("WPEP"), Warburg, Pincus Netherlands
Equity Partners I, C.V., a Netherlands limited partnership ("WPNEPI"), Warburg,
Pincus Netherlands Equity Partners II, C.V., a Netherlands limited partnership
("WPNEPII"), Warburg, Pincus Netherlands Equity Partners III, C.V., a
Netherlands limited partnership ("WPNEPIII" and together with WPEP, WPNEPI, and
WPNEPII, the "Equity Partners"), Warburg, Pincus & Co., a New York general
partnership ("WP"), and Patrick T. Hackett, Joel Ackerman and Jonathan S. Leff
(the "Trustees"), as trustees of certain voting trusts (the "Voting Trust")
under voting trust agreements, dated as of April 15, 1997 (as supplemented on
November 12, 1997, the "Voting Trust Agreement") and dated as of July 1, 2000
relating to the common stock, par value $0.01 per share, of Coventry Health
Care, Inc., a Delaware corporation (the "Company") (the Trustees, collectively
with Ventures, WPEP, WPNEPI, WPNEPII, WPNEPIII, WP and EMW, the "Reporting
Persons"). Unless the context otherwise requires, references herein to the
"Common Stock" are to the Common Stock of Coventry Health Care, Inc., par value
$.01 per share.
Unless otherwise indicated herein, each capitalized term used but not
defined herein shall have the meaning assigned to such term in the Schedule 13D.
Item 3. Source and Amount of Funds or Other Consideration.
Item 3 of the Schedule 13D is hereby amended and restated in its entirety by
adding the following statement:
No funds are required to convert the Series A Convertible Preferred Stock
into Common Stock. No funds were used to purchase the Common Stock resulting
from the exercise of the Warrants. See Item 6 below.
Item 4. Purpose of Transaction.
Item 4 of the Schedule 13D is hereby amended by adding the following:
"See also Item 6."
Item 5. Interest in Securities of the Issuer.
Item 5 of the Schedule 13D is hereby amended by adding the following:
On December 8, 2000, Ventures exercised Warrants to purchase 2,117,846
shares of Common Stock for a net cashless exercise resulting in 1,026,614 shares
of such Common Stock and converted 4,236,263 shares of Series A Preferred Stock
into Common Stock. As of such date, the Reporting Persons beneficially own
19,780,817 shares of Common Stock, or approximately 30.6% of the shares of
Common Stock (based on the number of shares of Common Stock outstanding as of
October 31, 2000).
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Item 6. Contracts, Arrangements, Understandings or Relationships With
Respect to Securities of the Issuer.
Item 6 of the Schedule 13D is hereby amended by adding the following:
On May 9, 1997, the Company granted Ventures the right to acquire 1,343,822
shares of Common Stock through a Purchase Warrant (the "May Warrant"). On June
30, 1997, the Company granted Ventures the right to acquire an additional
773,825 shares of Common Stock through a Purchase Warrant (the "June Warrant"
and together with the May Warrant, the "Warrants.") Pursuant to their terms,
both Warrants were subject to mandatory exercise at the option of the Company
under certain conditions. On November 29, 2000, the Company exercised its right
to require Ventures to exercise the Warrants.
The Warrants provide that Ventures may elect a cashless exercise and
receive payment upon exercise in the form of shares of Common Stock of the
Company valued according to specific terms contained in the Warrant (the "Net
Exercise Provision"). On December 8, 2000, the Company and Ventures agreed as to
the final terms of the exercise of the Warrants and the number of shares of
Common Stock into which the Warrants would be exercised. As of December 8, 2000,
Ventures exercised the Warrants and, pursuant to the Net Exercise Provision,
received a total of 1,026,614 shares of the Company's Common Stock.
In addition, on November 29, 2000, the Company informed Ventures that the
shares of the Company's Series A Convertible Preferred Stock, par value $0.01
per share (the "Preferred Stock") held by Ventures were subject to a mandatory
redemption pursuant to the pursuant to the terms of the Company's Certificate of
Designation. Pursuant to the Certificate of Designation, the Company may, if the
Common Stock trades in excess of a price per share of $17.00 for a period of 20
consecutive trading days redeem the Preferred Stock. On December 8, 2000,
Ventures agreed to convert its shares of Preferred Stock in lieu of the
mandatory redemption. On such date, Ventures correspondingly converted 4,236,263
shares of Preferred Stock into Common Stock.
Item 7. Material to be Filed as Exhibits
None.
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SIGNATURES
After reasonable inquiry and to the best of our knowledge and belief, the
undersigned certify that the information set forth in this statement is true,
complete and correct.
Dated: December 14, 2000 WARBURG, PINCUS VENTURES, L.P.
By: Warburg, Pincus & Co.,
General Partner
By: /s/ Stephen Distler
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Partner
Dated: December 14, 2000 WARBURG, PINCUS & CO.
By: /s/ Stephen Distler
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Partner
Dated: December 14, 2000 E.M. WARBURG, PINCUS & CO., LLC
By: /s/ Stephen Distler
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Member
Dated: December 14, 2000 WARBURG, PINCUS EQUITY PARTNERS, L.P.
By: Warburg, Pincus & Co.,
General Partner
By: /s/ Stephen Distler
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Partner
Dated: December 14, 2000 By: /s/ Joel Ackerman
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Name: Joel Ackerman
Trustee
Dated: December 14, 2000 By: /s/ Patrick Hackett
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Name: Patrick Hackett
Trustee
Dated: December 14, 2000 By: /s/ Jonathan Leff
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Name: Jonathan Leff
Trustee
