PRESIDENT & FELLOWS OF HARVARD COLLEGE
SC 13G/A, 1997-02-14
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                                  UNITED STATES
                       SECURITIES AND EXCHANGE COMMISSION
                             Washington, D.C. 20549


                                 SCHEDULE 13G-A
                                 (Rule 13d-102)

             Information Statement Pursuant to Rules 13d-1 and 13d-2
                    Under the Securities Exchange Act of 1934
                               (Amendment No. 1)*

                         Healthcare America Incorporated
         ---------------------------------------------------------------
                                (Name of Issuer)


                                  Common Stock
        ----------------------------------------------------------------
                         (Title of Class of Securities)


                                    42219T105
                          -----------------------------
                                 (CUSIP Number)


*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 ("Act") or otherwise subject to the liabilities of that section of the Act
but shall be subject to all other provisions of the Act (however, see the
Notes).



                                Page 1 of 8 Pages



<PAGE>
- -------------------------                           ---------------------------
|CUSIP NO. 42219T105    |           13G            |   Page  2  of   8  Pages |
|          -----------  |                          |        ---     ---       |
- -------------------------                           ---------------------------

|--------|---------------------------------------------------------------------|
|  1     |  NAME OF REPORTING PERSON                                           |
|        |  S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON                  |
|        |                                                                     |
|        |  President and Fellows of Harvard College                           |
|--------|---------------------------------------------------------------------|
|  2     |  CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP*         (a) [ ]  |
|        |                                                            (b) [ ]  |
|        |                                                                     |
|--------|---------------------------------------------------------------------|
|  3     |  SEC USE ONLY                                                       |
|        |                                                                     |
|--------|---------------------------------------------------------------------|
|  4     |  CITIZENSHIP OR PLACE OF ORGANIZATION                               |
|        |                                                                     |
|        |  Massachusetts                                                      |
|--------|-----------------|--------|------------------------------------------|
|                          |   5    | SOLE VOTING POWER                        |
|                          |        | 1,240,600 shares                         |
|        NUMBER OF         |--------| -----------------------------------------|
|         SHARES           |   6    | SHARED VOTING POWER                      |
|      BENEFICIALLY        |        | --                                       |
|        OWNED BY          ----------------------------------------------------|
|          EACH            |   7    | SOLE DISPOSITIVE POWER                   |
|       REPORTING          |        | 1,240,600 shares                         |
|         PERSON           ----------------------------------------------------|
|          WITH            |   8    | SHARED DISPOSITIVE POWER                 |
|                          |        | --                                       |
|--------|---------------------------------------------------------------------|
|  9     | AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON        |
|        |                                                                     |
|        | 1,240,600 shares                                                    |
|--------|- -------------------------------------------------------------------|
|  10    | CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN  [ ]  |
|        | SHARES*                                                             |
|        |                                                                     |
|--------|- -------------------------------------------------------------------|
|  11    | PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)                   |
|        | 11.2%                                                               |
|--------|- -------------------------------------------------------------------|
|  12    | TYPE OF REPORTING PERSON *                                          |
|        | EP                                                                  |
- --------------------------------------------------------------------------------
                      *SEE INSTRUCTIONS BEFORE FILLING OUT!                    


<PAGE>




                                  SCHEDULE 13G
                                  ------------

Item 1(a)      Name of Issuer:
                       Healthcare America Incorporated

        1(b)   Address of Issuer's Principal Executive Offices:
                       912 Capital of Texas Highway South
                       Suite 400
                       Austin, TX  78746

Item 2(a)      Name of Person Filing:
                       President and Fellows of Harvard College

        2(b)   Address of Principal Business Office or, if none, Residence:
                       c/o Harvard Management Company, Inc.
                       600 Atlantic Avenue
                       Boston, MA  02210

        2(c)   Citizenship:
                       Massachusetts

        2(d)   Title of Class of Securities:
                       Common Stock

        2(e)   CUSIP Number:
                       42219T105

Item 3        If this statement is filed pursuant to Rules 13d-1(b), or
              13d-2(b):
                  The reporting person is an Employee Benefit Plan, Pension Fund
                  which is subject to the provisions of the Employee Retirement
                  Income Security Act of 1974 or Endowment Fund.

Item 4         Ownership:

        4(a)  Amount beneficially owned:
                       1,240,600 shares

        4(b)   Percent of Class:
                       11.2%

        4(c)   Number of shares as to which such person has:

               (i)  sole power to vote or to direct the vote:
                       1,240,600 shares

               (ii) shared power to vote or to direct the vote:
                       ---------


                               Page 3 of 8 Pages

<PAGE>

               (iii) sole power to dispose or to direct the disposition of:
                       1,240,600 shares

               (iv) shared power to dispose or to direct the disposition of:
                       --------

Item 5         Ownership of Five Percent or Less of a Class:
                       Not Applicable.

Item 6         Ownership of More than Five Percent on Behalf of Another Person:
                       Not Applicable.

Item 7         Identification and Classification of the Subsidiary which
               Acquired the Security Being Reported on by the Parent Holding
               Company:
                       Not Applicable.

Item 8         Identification and Classification of Members of the Group:
                       Not Applicable.

Item 9         Notice of Dissolution of Group:
                       Not Applicable.

Item 10        Certification:

                By signing below the undersigned certifies that, to the best of
                its knowledge and belief, the securities referred to above were
                acquired in the ordinary course of business and were not
                acquired for the purpose of and do not have the effect of
                changing or influencing the control of the issuer of such
                securities and were not acquired in connection with or as a
                participant in any transaction having such purpose or effect.

After reasonable inquiry and to the best of its knowledge and belief, the
undersigned certifies that the information set forth in this statement is true,
complete and correct.

                                        PRESIDENT AND FELLOWS OF HARVARD COLLEGE


                                        By: /s/ Verne O. Sedlacek
                                          --------------------------------------
                                          Name:  Verne O. Sedlacek
                                          Title: Authorized Signatory


February 12, 1997

      Pursuant to Rule 101(a)(2)(ii) of Regulation S-T, attached hereto as
Exhibit A to this Schedule 13G-A is a copy of the initial Schedule 13G.




                               Page 4 of 8 Pages


<PAGE>
                                                                       Exhibit A
                                                                       ---------


                                  UNITED STATES
                       SECURITIES AND EXCHANGE COMMISSION
                             Washington, D.C. 20549


                                  SCHEDULE 13G


                    Under the Securities Exchange Act of 1934
                                (Amendment No. )*


                            Healthcare America, Inc.
        ----------------------------------------------------------------
                                (Name of Issuer)


                                  Common Stock
        ----------------------------------------------------------------
                         (Title of Class of Securities)


                                    42219T105
                          -----------------------------
                                 (CUSIP Number)


Check the following box if a fee is being paid with the statement [x]. 
(A fee is not required only if the reporting person: (1) has a previous
statement on file reporting beneficial ownership of more than five percent of
the class of securities described in Item 1; and (2) has filed no amendment
subsequent thereto reporting beneficial ownership of five percent or less of
such class.) (See Rule 13d-7.)

*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 ("Act") or otherwise subject to the liabilities of that section of the Act
but shall be subject to all other provisions of the Act (however, see the
Notes).



                               Page 5 of 8 Pages




<PAGE>
- -------------------------                           ---------------------------
|CUSIP NO. 132426107    |           13G            |   Page  6  of   8  Pages |
|          -----------  |                          |        ---     ---       |
- -------------------------                           ---------------------------

|--------|---------------------------------------------------------------------|
|  1     |  NAME OF REPORTING PERSON                                           |
|        |  S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON                  |
|        |                                                                     |
|        |  President and Fellows of Harvard College                           |
|--------|---------------------------------------------------------------------|
|  2     |  CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP*         (a) [ ]  |
|        |                                                            (b) [ ]  |
|        |                                                                     |
|--------|---------------------------------------------------------------------|
|  3     |  SEC USE ONLY                                                       |
|        |                                                                     |
|--------|---------------------------------------------------------------------|
|  4     |  CITIZENSHIP OR PLACE OF ORGANIZATION                               |
|        |                                                                     |
|        |  Massachusetts                                                      |
|--------|-----------------|--------|------------------------------------------|
|                          |   5    | SOLE VOTING POWER                        |
|                          |        | 1,240,600 shares                         |
|        NUMBER OF         |--------| -----------------------------------------|
|         SHARES           |   6    | SHARED VOTING POWER                      |
|      BENEFICIALLY        |        | --                                       |
|        OWNED BY          ----------------------------------------------------|
|          EACH            |   7    | SOLE DISPOSITIVE POWER                   |
|       REPORTING          |        | 1,240,600 shares                         |
|         PERSON           ----------------------------------------------------|
|          WITH            |   8    | SHARED DISPOSITIVE POWER                 |
|                          |        | --                                       |
|--------|---------------------------------------------------------------------|
|  9     | AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON        |
|        |                                                                     |
|        | 1,240,600 shares                                                    |
|--------|- -------------------------------------------------------------------|
|  10    | CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN  [ ]  |
|        | SHARES*                                                             |
|        |                                                                     |
|--------|- -------------------------------------------------------------------|
|  11    | PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)                   |
|        | 11.2%                                                               |
|--------|- -------------------------------------------------------------------|
|  12    | TYPE OF REPORTING PERSON *                                          |
|        | EP                                                                  |
- --------------------------------------------------------------------------------
                      *SEE INSTRUCTIONS BEFORE FILLING OUT!                    



                               Page 6 of 8 Pages



<PAGE>



                                  SCHEDULE 13G
                                  ------------

Item    1(a)   Name of Issuer:
                    Healthcare America, Inc.

        1(b)   Address of Issuer's Principal Executive Offices:
                    Healthcare America, Inc.
                    600 Congress Street
                    Suite 2140
                    Austin, TX  78701

               Item 2(a) Name of Person Filing:
                              President and Fellows of Harvard College

                    2(b) Address of Principal Business Office, or if none, 
                         Residence:

                           President and Fellows of Harvard College
                                    c/o Harvard Management Company, Inc.
                                    600 Atlantic Avenue
                                    Boston, Massachusetts 02210

        2(c)   Citizenship:
                     Massachusetts

        2(d)   Title of Class of Securities:
                    Common Stock

        2(e)   CUSIP Number:
                    42219T105

Item 3         If this statement is filed pursuant to Rules 13d-1(b) or
               13d-2(b):
                    Employee Benefit Plan, Pension Fund which is subject to the
                    provisions of the Employee Retirement Income Security Act of
                    1974 or Endowment Fund.

Item 4(a)      Amount beneficially owned:
               1,240,600 shares

        4(b)   Percent of Class:
               11.2%

        4(c)   Number of shares as to which such person has:

                  (i) sole power to vote or to direct the vote:
                           1,240,600 shares



                               Page 7 of 8 Pages


<PAGE>


               (ii)        shared power to vote or to direct the vote:
                           --

              (iii)        sole power to dispose or to direct the disposition 
                           of:
                           1,240,600 shares

               (iv)        shared power to dispose or to direct the disposition 
                           of:
                           --

Item 5         Ownership of Five Percent or less of a Class:
                    Not Applicable

Item 6         Ownership of more than Five Percent on behalf of another person:
                    Not Applicable

Item 7         Identification and Classification of the Subsidiary which
               Acquired the Security Being Reported on By the Parent Holding
               Company:
                    Not Applicable

Item 8         Identification and Classification of Members of the Group:
                    Not Applicable

Item 9         Notice of Dissolution of Group:
                    Not Applicable

Item 10       Certification:

              By signing below the undersigned certifies that, to the best of
              its knowledge and belief, the securities referred to above were
              acquired in the ordinary course of business and were not acquired
              for the purpose of and do not have the effect of changing or
              influencing the control of the issuer of such securities and were
              not acquired in connection with or as a participant in any
              transaction having such purposes or effect.

        After reasonable inquiry and to the best of its knowledge and belief,
the undersigned certifies that the information set forth in this statement is
true, complete and correct.

                                                PRESIDENT AND FELLOWS OF HARVARD
                                                   COLLEGE


                                             By: /s/ Verne O. Sedlacek
                                                --------------------------------
                                                Name:  Verne O. Sedlacek
                                                Title:  Authorized Signatory
February __, 1995



                               Page 8 of 8 Pages


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