WARBURG PINCUS COUNSELLORS INC
SC 13G/A, 1997-01-14
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                                  UNITED STATES
                       SECURITIES AND EXCHANGE COMMISSION
                             Washington, D.C. 20549

                                  SCHEDULE 13G


                    Under the Securities Exchange Act of 1934
                               (Amendment No. 2)*


                              Emcare Holdings Inc.
                                (Name of Issuer)



                                  Common Stock
                         (Title of Class of Securities)

                                    29082010
                                 (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 the
disclosures provided in a prior cover page.

The information required in 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).


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                                 SCHEDULE 13G

CUSIP No.   29082010

1        NAME OF REPORTING PERSON
         S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON

                  Warburg, Pincus Counsellors, Inc.
                  13-2673503

2.       CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP*    (a) [ ]
                                                              (b) [ ]

3.       SEC USE ONLY

4.       CITIZENSHIP OR PLACE OF ORGANIZATION

                  United States

                  5.       SOLE VOTING POWER           218,818

NUMBER OF         6.       SHARED VOTING POWER         585,627
SHARES
BENEFICIALLY
OWNED BY
EACH              7.       SOLE DISPOSITIVE POWER    1,159,858
REPORTING
PERSON            8.       SHARED DISPOSITIVE POWER          0
WITH


9.     AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON    1,162,058

10.    CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES*
                                                                        [ ]

11.    PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9      8.53%

12.    TYPE OF REPORTING PERSON*

                  Investment Advisor


                               *SEE INSTRUCTION


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                      SECURITIES AND EXCHANGE COMMISSION
                            Washington,  DC  20549
                                 Schedule 13G
                   Under the Securities Exchange Act of 1934

Amendment No.:           2                                     Date: 1/9/97


Item 1 (a)        Name of issuer:     Emcare Holdings Inc.

Item 1 (b)        Address of issuer's principal executive offices:

                         1717 Main Street   Suite 5200
                         Dallas,  TX  75201

Item 2 (a)        Name of person filing:

                         Warburg, Pincus Counsellors, Inc.

Item 2 (b)        Address of principal business office:

                         466 Lexington Avenue
                         New York, NY  10017

Item 2 (c)        Citizenship:      United States

Item 2 (d)        Title of class of securities:     Common

Item 2 (e)        Cusip No.:    29082010

Item 3            Type of Person: Investment Advisor

Item 4 (a)        Amount beneficially owned:   1,162,058

Item 4 (b)        Percent of class:    8.53%

Item 4 (c)        (i)     sole power to vote:         218,818
                  (ii)    shared power to vote:       585,627
                  (iii)   sole power to dispose:    1,159,858
                  (iv)    shared power to dispose:          0

Item 5   Ownership of 5 percent or less of a class:    Not Applicable

Item 6   Ownership of more than 5 percent on behalf of another person:
                  Warburg, Pincus Counsellors, Inc. serves as Investment
                  Advisor to many accounts.  The securities which are the
                  subject of this report are owned by our accounts.  None of
                  these accounts,  individually,  own more than 5% of the
                  securities which are the subject of this report.

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Item 7   Identification and classification of subsidiary:     Not Applicable



Item 8   Identification and classification of members of the group:
                                                              Not Applicable

Item 9   Notice of dissolution of the group:                  Not Applicable

Item 10  Certification:

                  By signing  below I certify  that, to the best of my
                  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 my knowledge
                  and belief,  I  certify  that the  information  set  forth in
                  this statement is true, complete, and correct.


                                                   /s/ Linda S. Iovan
                                            --------------------------------
                                                     Linda S. Iovan
                                                     Vice President




















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