UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington D.C. 20549
SCHEDULE 13D
Under the Securities Exchange Act of 1934
(Amendment No.3)*
CONTINENTAL HEALTH AFFILIATES, INC.
(Name of Issuer)
Common Stock
(Title of Class of Securities)
211477104
(CUSIP Number)
c/o Andrew J. McLaughlin, Jr., Loeb Partners Corporation, 61 Broadway, New
York, NY 10006 (212) 425-0400 (Name, Address and Telephone Number of Person
Authorized to Receive Notices and Communications
May 24, 1996
(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(b)(3) or (4), check the following box | |
Check the following box if a fee is being paid with the statement | |. (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.)
Note: Six copies of this statement, including all exhibits, should be filed
with the Commission. See Rule 13d-1(a) for other parties to whom copies are to
be sent.
*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>
SCHEDULE 13D
CUSIP No 211477104 Page 2
1 NAME OF REPORTING PERSON
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
Andrew J. McLaughlin, Jr. -- SS ####-##-####
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (a)
(b)
3 SEC USE ONLY
4 SOURCE OF FUNDS*
PF
5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO
ITEMS 2(d) or 2(E)
6 CITIZENSHIP OR PLACE OF ORGANIZATION
USA
NUMBER OF 7 SOLE VOTING POWER
SHARES 1,148,391 Shares
BENEFICIALLY 8 SHARED VOTING POWER
OWNED BY -- Shares
EACH 9 SOLE DISPOSITIVE POWER
REPORTING 1,148,391 Shares
PERSON 10 SHARED DISPOSITIVE POWER
WITH -- Shares
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
1,148,391 Shares
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES*
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
12.6%
14 TYPE OF REPORTING PERSON*
IN
<PAGE>
Note: Portions of this Schedule are restated as required by Rule 101(a)(2)(ii)
of Regulation T.
ITEM 1. SECURITY AND ISSUER.
This report relates to the Common Stock of Continental Health Affiliates,
Inc. Its chief executive officer is Jack Rosen. The principal executive
offices are located at 910 Sylvan Avenue, Englewood Cliffs, New Jersey, 07632.
ITEM 2. IDENTITY AND BACKGROUND.
This report is being filed by Andrew J. McLaughlin, Jr.
The number of shares of the Company's Common Stock held for which Andrew J.
McLaughlin, Jr. has sole voting or dispositive power is:
NUMBER OF SHARES
OF COMMON STOCK BENEFICIAL OWNER
1,148,391 (12.6%) Andrew J. McLaughlin, Jr.
Percentages are computed on the basis of 7,948,851 outstanding shares of
Common Stock reported by the Company as of May 13, 1996 in its most recent 10-Q
report adjusted for the conversion of the note described below.
Prior to May 31, 1996, Andrew J. McLaughlin, Jr. owned 6% Convertible
Notes maturing September 1, 2003 in the principal amounts of $1,085,000. Such
notes were convertible at the rate of one Common Share for every $.9448 of
principal amount.
On that date, instructions were issued for conversion of the entire
principal amount of notes held into 1,148,391 shares of Common Stock.
After considering only conversion of the notes there would have been
9,097,242 Common Shares outstanding as of May 31, 1996, and the person named in
this Item 2 would have owned 1,148,391 Common Shares (12.6% of 9,097,242).
Andrew J. McLaughlin, Jr. is a registered representative of Loeb Partners
Corporation, a registered broker/dealer, 61 Broadway, New York, New York, 10006.
He is also an officer and a director of other corporations affiliated with Loeb
Partners Corporation.
Andrew J. McLaughlin, Jr. is a United States citizen. He has not, within
the last five years, been convicted in a criminal proceeding (excluding traffic
violations or similar misdemeanors), or been a party to a civil proceeding of a
judicial or administrative body of competent jurisdiction and as a result of
such proceeding been or is subject to a judgment, decree or final order
enjoining future violations of, or prohibiting or mandating activities subject
to, federal or state securities laws or finding any violations with respect to
such laws.
ITEM 3. SOURCE AND AMOUNT OF FUNDS OR OTHER CONSIDERATIONS.
The shares, the ownership of which is reported hereby were acquired with
personal or trust funds.
ITEM 4. PURPOSE OF TRANSACTION.
The shares, the ownership of which is reported hereby, were acquired for
investment purposes. The reporting persons reserve the right to acquire
additional shares, or to dispose of some or all of their shares, in accordance
with applicable regulations. Mr. McLaughlin may from time to time discuss with
members of the issuer's management various ideas with a view to enhancing the
value of the shares, but he is not presently contemplating any plans or
proposals required to be described in answer to this Item 4.
ITEM 5. INTEREST IN SECURITIES OF THE ISSUER.
(a) and (b). Reference is made to the answer in Item 2 hereof.
(c) The following sales have been made within the last 60 days.
SELLER PRICE # OF SHARES TRADE DATE
Loeb Rhoades Hornblower
Profit Sharing Trust FAO
Andrew J. McLaughlin, Jr. $2.625 145,000 05-24-96
Andrew J. McLaughlin, Jr. 2.625 205,000 05-24-96
2.625 150,000 05-28-96
2.750 36,292 05-31-96
The following transactions were reported previously in paper format and
are restated as required by Rule 101(a)(2)(ii) of Regulation S-T.
Seller Price # of Shares Trade Date
- ------ ----- ----------- -----------
Andrew J. McLaughlin, Jr. $1.00 2,500 7-17-95
Purchaser Price # of Shares Trade Date
- ------ ----- ----------- -----------
Andrew J. McLaughlin $1.375 3,000 11-07-95
1.375 5,000 11-08-95
1.532 10,000 11-14-95
.9448 99,792 11-14-95*
1.15625 16,000 01-04-96
1.17 27,500 01-24-96
1.125 27,500 01-25-96
1.17 10,500 01-25-96
- ----------------------------
* Represents conversion of $94,284 face amount of 6% Convertible Note due
September 1, 2003
ITEM 6. CONTRACTS, ARRANGEMENT, UNDERSTANDINGS OR RELATIONSHIPS
WITH RESPECT TO SECURITIES OF THE ISSUER.
None.
ITEM 7. MATERIAL TO BE FILED AS EXHIBITS.
None.
<PAGE>
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.
June 4, 1996 /s/Andrew J. McLaughlin, Jr.
------------------------------
Andrew J. McLaughlin, Jr.,
individually and as Trustee
for Loeb Rhoades Hornblower
Profit Sharing Trust FAO
Andrew J. McLaughlin, Jr.
